Registration No. 333-52689 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 A. BMA Variable Life Account A (Exact Name of Trust) B. Business Men's Assurance Company of America (Name of Depositor) C. BMA Tower, P.O. Box 412879 Kansas City, MO 84141 (Complete address of depositor's principal executive offices) D. Name and complete address of agent for service: David A. Gates Business Men's Assurance Company of America 700 Karnes Blvd. Kansas City, Missouri 64108 (800) 423-9398 Copies to: Judith A. Hasenauer Blazzard, Grodd & Hasenauer, P.C. P.O. Box 5108 Westport, CT 06881 (203) 226-7866 E. Flexible Premium Adjustable Variable Life Insurance Policies (Title and amount of securities being registered) F. Proposed maximum aggregate offering price to the public of the securities being registered: Continuous offering G. Amount of Filing Fee: Not Applicable H. Approximate date of proposed public offering: As soon as practicable after the effective date of this filing. - ------------------------------------------------------------------------------ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------ EXPLANATORY NOTE This Registration Statement contains 43 portfolios of the various underlying investment options. Two versions (Version A and Version B) of the Prospectus will be created from this Registration Statement. The only differences between the two versions are the underlying investment options and the illustrations of policy values. One version will contain 17 portfolios (Version A) and the other version will contain 43 portfolios (Version B). The distribution system for each version of the Prospectus will be different. There are Co-Principal Underwriters of the Policy; each of whom will distribute a different version of the Prospectus. The Prospectus contained in this Registration Statement contains two sets of illustrations - one for Version A of the Prospectus and the other for Version B. The Prospectuses will be filed with the Commission pursuant to Rule 497 under the Securities Act of 1933. The Registrant undertakes to update this Explanatory Note, as needed, each time a Post-Effective Amendment is filed. - ------------------------------------------------------------------------------ CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2 N-8B-2 Item Caption in Prospectus - ----------- --------------------- 1 The Variable Insurance Policy 2 Other Information; The Company 3 Not Applicable 4 Other Information 5 The Separate Account 6(a) Not Applicable (b) Not Applicable 7 Not Applicable 8 Not Applicable 9 Legal Proceedings 10 Purchases 11 Investment Options 12 Investment Options 13 Expenses 14 Purchases 15 Purchases 16 Investment Options 17 Access to Your Money 18 Access to Your Money 19 Reports to Owners 20 Not Applicable 21 Access to Your Money 22 Not Applicable 23 Not Applicable 24 Not Applicable 25 The Company 26 Expenses 27 The Company 28 The Company 29 The Company 30 The Company 31 Not Applicable 32 Not Applicable 33 Not Applicable 34 Not Applicable 35 BMA; Other Information 36 Not Applicable 37 Not Applicable 38 Other Information 39 Other Information 40 Not Applicable 41 Not Applicable 42 Not Applicable 43 Not Applicable 44 Purchases 45 Other Information 46 Access to Your Money 47 Not Applicable 48 Not Applicable 49 Not Applicable 50 Not Applicable 51 The Company; Purchases 52 Investment Options 53 The Separate Account 54 Not Applicable 55 Not Applicable 56 Not Applicable 57 Not Applicable 58 Not Applicable 59 Financial Statements FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY ISSUED BY BMA VARIABLE LIFE ACCOUNT A AND BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA This Prospectus describes the Flexible Premium Adjustable Variable Life Insurance Policy (Policy) offered by Business Men's Assurance Company of America (BMA). The Policy has been designed to be used to create or conserve one's estate, retirement planning and other insurance needs of individuals and businesses. The Policy has 44 investment choices - A Fixed Account and 43 Investment Options listed below. The 43 Investment Options are part of Investors Mark Series Fund, Inc.; Berger Institutional Products Trust; Conseco Series Trust; The Alger American Fund; American Century Variable Portfolios, Inc.; The Dreyfus Socially Responsible Growth Fund, Inc.; Dreyfus Stock Index Fund; Dreyfus Variable Investment Fund; Federated Insurance Series; INVESCO Variable Investment Funds, Inc.; Lazard Retirement Series, Inc.; Neuberger & Berman Advisers Management Trust; Strong Opportunity Fund II, Inc.; Strong Variable Insurance Funds, Inc.; and Van Eck Worldwide Insurance Trust. When You buy a Policy, to the extent You have selected the Investment Options, You bear the complete investment risk. Your Accumulation Value and, under certain circumstances, the Death Benefit under the Policy may increase or decrease or the duration of the Policy may vary depending on the investment experience of the Investment Option(s) You select. You can put Your money in the Fixed Account and/or any of the following Investment Options: INVESTORS MARK SERIES FUND, INC. MANAGED BY STANDISH, AYER & WOOD, INC. Intermediate Fixed Income Mid Cap Equity Money Market MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P. Global Fixed Income MANAGED BY STEIN ROE & FARNHAM, INCORPORATED Small Cap Equity Large Cap Growth MANAGED BY DAVID L. BABSON & CO. INC. Large Cap Value MANAGED BY LORD, ABBETT & CO. Growth & Income MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC. Balanced BERGER INSTITUTIONAL PRODUCTS TRUST MANAGED BY BERGER ASSOCIATES Berger IPT--100 Berger IPT--Growth and Income Berger IPT--Small Company Growth MANAGED BY BBOI WORLDWIDE LLC Berger/BIAM IPT - International CONSECO SERIES TRUST MANAGED BY CONSECO CAPITAL MANAGEMENT, INC. Asset Allocation Common Stock Corporate Bond Government Securities THE ALGER AMERICAN FUND MANAGED BY FRED ALGER MANAGEMENT, INC. Alger American Growth Alger American Leveraged AllCap Alger American MidCap Growth Alger American Small Capitalization AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. VP Income & Growth VP International VP Value THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. MANAGED BY THE DREYFUS CORPORATION DREYFUS STOCK INDEX FUND MANAGED BY THE DREYFUS CORPORATION DREYFUS VARIABLE INVESTMENT FUND MANAGED BY THE DREYFUS CORPORATION Disciplined Stock International Value FEDERATED INSURANCE SERIES MANAGED BY FEDERATED ADVISERS Federated High Income Bond II Federated International Equity II Federated Utility II INVESCO VARIABLE INVESTMENT FUNDS, INC. MANAGED BY INVESCO FUNDS GROUP, INC. INVESCO VIF - High Yield INVESCO VIF - Industrial Income LAZARD RETIREMENT SERIES, INC. MANAGED BY LAZARD ASSET MANAGEMENT Lazard Retirement Equity Lazard Retirement Small Cap NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED Limited Maturity Bond Partners STRONG OPPORTUNITY FUND II, INC. MANAGED BY STRONG CAPITAL MANAGEMENT, INC. Opportunity Fund II STRONG VARIABLE INSURANCE FUNDS, INC. MANAGED BY STRONG CAPITAL MANAGEMENT, INC. Growth Fund II VAN ECK WORLDWIDE INSURANCE TRUST MANAGED BY VAN ECK ASSOCIATES CORPORATION Worldwide Bond Worldwide Emerging Markets Worldwide Hard Assets Worldwide Real Estate Please read this Prospectus before investing and keep it on file for future reference. It contains important information about the BMA Flexible Premium Adjustable Variable Life Insurance Policy. The Securities and Exchange Commission maintains a Web site (http://www.sec.gov) that contains information regarding registrants that file electronically with the Commission. THE POLICY DESCRIBED HEREIN IS NOT A DEPOSIT OF, OR GUARANTEED BY ANY BANK, NOR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND IS SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITY COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE. DATE: TABLE OF CONTENTS DEFINITIONS..........................................................5 SUMMARY ............................................................8 1. THE VARIABLE LIFE INSURANCE POLICY......................8 2. PURCHASES...............................................8 3. INVESTMENT CHOICES......................................9 4. EXPENSES................................................9 5. DEATH BENEFIT..........................................10 6. TAXES..................................................11 7. ACCESS TO YOUR MONEY...................................11 8. OTHER INFORMATION......................................11 9. INQUIRIES..............................................13 PART I ...........................................................14 1. THE VARIABLE LIFE INSURANCE POLICY.....................14 2. PURCHASES..............................................14 PREMIUMS .........................................14 WAIVER OF PLANNED PREMIUMS........................15 APPLICATION FOR A POLICY..........................15 ISSUE AGES........................................15 APPLICATION OF PREMIUMS...........................16 GRACE PERIOD......................................16 ACCUMULATION UNIT VALUES..........................17 RIGHT TO REFUND...................................18 EXCHANGE OF A POLICY FOR A BMA POLICY.............18 3. INVESTMENT CHOICES.....................................18 TRANSFERS.........................................19 DOLLAR COST AVERAGING.............................20 ASSET REBALANCING OPTION..........................21 ASSET ALLOCATION OPTION...........................21 SUBSTITUTION......................................22 4. EXPENSES...............................................22 PREMIUM CHARGE....................................22 MONTHLY DEDUCTION.................................22 SURRENDER CHARGE..................................24 PARTIAL SURRENDER FEE.............................24 WAIVER OF SURRENDER CHARGES.......................24 TRANSFER FEE......................................25 TAXES .........................................25 INVESTMENT OPTION EXPENSES........................25 5. DEATH BENEFIT..........................................26 CHANGE IN DEATH BENEFIT OPTION....................28 CHANGE IN SPECIFIED AMOUNT........................29 GUARANTEED MINIMUM DEATH BENEFIT..................30 ACCELERATED DEATH BENEFIT.........................30 6. TAXES..................................................31 LIFE INSURANCE IN GENERAL.........................31 TAKING MONEY OUT OF YOUR POLICY...................31 DIVERSIFICATION...................................32 7. ACCESS TO YOUR MONEY...................................32 LOANS .........................................32 SURRENDERS........................................33 8. OTHER INFORMATION......................................34 BMA .........................................34 THE SEPARATE ACCOUNT..............................34 DISTRIBUTORS......................................35 ADMINISTRATION....................................35 SUSPENSION OF PAYMENTS OR TRANSFERS...............35 OWNERSHIP.........................................35 PART II ...........................................................36 EXECUTIVE OFFICERS AND DIRECTORS OF BMA...........36 OFFICERS AND DIRECTORS OF JONES & BABSON, INC.....52 OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC......................................52 VOTING .........................................37 LEGAL OPINIONS....................................38 REDUCTION OR ELIMINATION OF SURRENDER CHARGE......38 NET AMOUNT AT RISK................................39 MATURITY DATE.....................................39 MISSTATEMENT OF AGE OR SEX........................40 OUR RIGHT TO CONTEST..............................40 PAYMENT OPTIONS...................................40 FEDERAL TAX STATUS................................40 REPORTS TO OWNERS.................................44 LEGAL PROCEEDINGS.................................45 EXPERTS .........................................45 FINANCIAL STATEMENTS..............................45 APPENDIX A..........................................................46 DEFINITIONS ACCUMULATION VALUE: The sum of Your Policy values in the Subaccounts, the Fixed Account and the Loan Account. ACCUMULATION UNIT: A unit of measure used to calculate Your Accumulation Value in the Subaccounts. AGE: Issue Age is age nearest birthday on the Policy Date. Attained Age is the Issue Age plus the number of completed Policy Years. AUTHORIZED REQUEST: A request, in a form satisfactory to Us, which is received by the BMA Service Center. BENEFICIARY: The person named in the application or at a later date to receive the Death Proceeds of the Policy or any rider(s). BMA SERVICE CENTER: The office indicated in the Summary to which notices, requests and Premiums must be sent. All sums payable to Us under the Policy are payable only at the BMA Service Center. BUSINESS DAY: Each day that the New York Stock Exchange is open for business. The Separate Account will be valued each Business Day. CASH SURRENDER VALUE: The Accumulation Value less the surrender charge, if any, that applies if the Policy is surrendered in full and less any Indebtedness. COMPANY: Business Men's Assurance Company of America (BMA). DEATH BENEFIT: The amount used to determine the Death Proceeds payable upon the death of the Primary Insured. The Death Benefit can be either Level or Adjustable. DEATH PROCEEDS: Equal the Death Benefit as of the date of the Primary Insured's death, less any Indebtedness. FIXED ACCOUNT: A portion of the General Account into which You can allocate Net Premiums or transfer Accumulation Values. It does not share in the investment experience of any Subaccount of the Separate Account. GENERAL ACCOUNT: Our general investment account which contains all of Our assets with the exception of the Separate Account and other segregated asset accounts. GRACE PERIOD: The 61 days that follow the date We mail a notice to You for payment if the Cash Surrender Value is not sufficient to cover the Monthly Deduction. INDEBTEDNESS: Unpaid Policy loans plus unpaid Policy loan interest. INITIAL SPECIFIED AMOUNT: The amount of coverage selected by You at the time of application and which will be used to determine the Death Benefit. INVESTMENT OPTION(S): Those investment options available through the Separate Account. LOAN ACCOUNT: An account established within Our General Account for any amounts transferred from the Fixed Account and the Separate Account as a result of loans. The Loan Account is credited with interest and is not based on the experience of any Separate Account. MATURITY DATE: The date the Accumulation Value, less any Indebtedness, becomes payable to You, if the Primary Insured is then living. MINIMUM SPECIFIED AMOUNT: The smallest Specified Amount the Policy may have is the greater of $50,000, and the Specified Amount a $300 no-lapse annual premium, excluding amounts for riders and Special Rate Classes, will purchase. MONTHLY ANNIVERSARY DAY: The same day of each month as the Policy Date for each succeeding month the Policy remains in force. If the Monthly Anniversary falls on a day that is not a Business Day, any Policy transaction due as of that day will be processed the first Business Day following such date. MONTHLY DEDUCTION: On the Policy Date and each Monthly Anniversary Day thereafter We deduct certain charges from Your Policy. NET PREMIUM: We deduct a Premium Charge from each Premium paid. The Net Premium is the Premium paid less the Premium Charge. OWNER: The person entitled to all the ownership rights under the Policy. If Joint Owners are named, all references to You or Owner shall mean Joint Owner. POLICY ANNIVERSARY: The same month and day as the Policy Date for each succeeding year the Policy remains in force. POLICY DATE: The date by which Policy months, years and anniversaries are measured. POLICY MONTH: The one month period from the Policy Date to the same date of the next month, or from one Monthly Anniversary Day to the next. POLICY YEAR: The one year period from the Policy Date to the first Policy Anniversary or from one Policy Anniversary to the next. PREMIUM: A payment You make towards the Policy and that does not re-pay any Indebtedness. PRIMARY INSURED: The person whose life is insured under the Policy. RATE CLASS: This is anything that would affect the level of Your Premium, such as health status and tobacco use. REINSTATEMENT: To restore coverage after the Policy has terminated. SEPARATE ACCOUNT: A segregated asset account maintained by Us in which a portion of Our assets has been allocated for this and certain other policies. SPECIFIED AMOUNT: The Initial Specified Amount plus each increase to the Specified Amount and less each decrease to the Specified Amount. UNDERWRITING PROCESS: The underwriting process begins the day We receive Your application at the Service Center and ends the day We receive and approve all required documents, including the initial Premium, necessary to put the Policy in force. US, WE, OUR: Business Men's Assurance Company of America. YOU, YOUR, YOURS: The Owner of the Policy. SUMMARY The Prospectus is divided into three sections: Summary, Part I and Part II. The sections in this Summary correspond to sections in Part I of this Prospectus which discuss the topics in more detail. Even more detailed information is contained in Part II. 1. THE VARIABLE LIFE INSURANCE POLICY The variable life insurance policy offered by BMA is a contract between You, the Owner, and BMA, an insurance company. The Policy provides for the payment of the Death Proceeds to Your selected Beneficiary upon the death of the Primary Insured which should be excludable from the gross income of the Beneficiary. The Policy can be used to create or conserve one's estate or to save for retirement. The Policy can also be used for certain business purposes, such as keyman insurance. The Primary Insured is the person whose life is insured under the Policy. The Primary Insured can be the same person as the Owner but does not have to be. Under the Policy, You may, subject to certain limitations, make Premium payments, in any amount and at any frequency. The Policy provides an Accumulation Value, surrender rights, loan privileges and other features traditionally associated with life insurance. The Policy has a no-lapse guarantee in the first five years providing the No-Lapse Monthly Minimum Premiums are paid. After this period, the Policy can lapse (terminate without value) when the Cash Surrender Value is insufficient to cover the Monthly Deduction and a Grace Period of 61 days has expired without an adequate payment being made. 2. PURCHASES You can buy the Policy by completing the proper forms. Your registered representative can help You. The minimum initial Premium We will accept will be computed for You with respect to the Specified Amount You have requested. We will also compute the No-Lapse Monthly Minimum Premium. In some circumstances We may contact You for additional information regarding the Primary Insured and may require the Primary Insured to provide Us with medical records, physician's statement or a complete paramedical examination. The Policy is a flexible premium policy and unlike traditional insurance policies, there is no fixed schedule for Premium payments after the initial Premium. Although You may establish a schedule of Premium payments (Planned Premium), failure to make the Planned Premium payments will not necessarily cause the Policy to lapse nor will making the Planned Premium guarantee that a Policy will remain in force until maturity. Under most circumstances it is anticipated that You will need to make additional Premium payments, after the initial Premium, to keep the Policy in force. 3. INVESTMENT CHOICES You can put Your money in the Fixed Account or in any or all of these Investment Options which are described in the prospectuses for the funds: INVESTORS MARK SERIES FUND, INC. MANAGED BY STANDISH, AYER & WOOD, INC. Intermediate Fixed Income Mid Cap Equity Money Market MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P. Global Fixed Income MANAGED BY STEIN ROE & FARNHAM, INCORPORATED Small Cap Equity Large Cap Growth MANAGED BY DAVID L. BABSON & CO. INC. Large Cap Value MANAGED BY LORD, ABBETT & CO. Growth & Income MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC. Balanced BERGER INSTITUTIONAL PRODUCTS TRUST MANAGED BY BERGER ASSOCIATES Berger IPT - 100 Berger IPT - Growth and Income Berger IPT - Small Company Growth MANAGED BY BBOI WORLDWIDE LLC Berger/BIAM IPT - International CONSECO SERIES TRUST MANAGED BY CONSECO CAPITAL MANAGEMENT, INC. Asset Allocation Common Stock Corporate Bond Government Securities THE ALGER AMERICAN FUND MANAGED BY FRED ALGER MANAGEMENT, INC. Alger American Growth Alger American Leveraged AllCap Alger American MidCap Growth Alger American Small Capitalization AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. VP Income & Growth VP International VP Value THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. MANAGED BY THE DREYFUS CORPORATION DREYFUS STOCK INDEX FUND MANAGED BY THE DREYFUS CORPORATION DREYFUS VARIABLE INVESTMENT FUND MANAGED BY THE DREYFUS CORPORATION Disciplined Stock International Value FEDERATED INSURANCE SERIES MANAGED BY FEDERATED ADVISERS Federated High Income Bond II Federated International Equity II Federated Utility II INVESCO VARIABLE INVESTMENT FUNDS, INC. MANAGED BY INVESCO FUNDS GROUP, INC. INVESCO VIF - High Yield INVESCO VIF - Industrial Income LAZARD RETIREMENT SERIES, INC. MANAGED BY LAZARD ASSET MANAGEMENT Lazard Retirement Equity Lazard Retirement Small Cap NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST MANAGED BY NEUBERGER & BERMAN MANAGEMENT INCORPORATED Limited Maturity Bond Partners STRONG OPPORTUNITY FUND II, INC. MANAGED BY STRONG CAPITAL MANAGEMENT, INC. Opportunity Fund II STRONG VARIABLE INSURANCE FUNDS, INC. MANAGED BY STRONG CAPITAL MANAGEMENT, INC. Growth Fund II VAN ECK WORLDWIDE INSURANCE TRUST MANAGED BY VAN ECK ASSOCIATES CORPORATION Worldwide Bond Worldwide Emerging Markets Worldwide Hard Assets Worldwide Real Estate 4. EXPENSES The Policy has both insurance and investment features, and there are costs related to each that reduce the return on Your investment. We deduct a Premium Charge from each Premium payment made. The Premium Charge is as follows: Policy Years 1-10: 5.5% of all Premiums. Policy Years 11 and later: 4.0% of all Premiums. We deduct a Policy Charge each month from the unloaned Accumulation Value of the Policy. The Policy Charge is as follows: Policy Year 1: $25 each month Policy Years 2 and later: Currently, $5 each month. This charge is not guaranteed and may be increased but it will not exceed $10. We deduct a Risk Charge each month from the unloaned Accumulation Value of the Policy. The Risk Charge is calculated as follows: Policy Years 1-10: Each month, .80%, on an annual basis, of the Accumulation Value in the Separate Account. Policy Years 11 and later: Each month, .40%, on an annual basis, of the Accumulation Value in the Separate Account. Each month We will make a deduction from the unloaned Accumulation Value of the Policy for the cost of insurance. This charge will depend upon the Specified Amount, Your Accumulation Value, and the sex, age and Rate Class of the Primary Insured. We may also charge for any riders attached to the Policy. The maximum deduction that will be made for cost of insurance is 83.33333 per $1,000 net amount at risk. This is the rate at attained age 98. Therefore, this is most likely not the rate You will be charged. Maximum rates vary by sex, tobacco use and attained age and range from 0.08420 to 83.33333 per $1,000 net amount at risk. See "Expenses - Monthly Deduction - Cost of Insurance" in Part I for more information. There are also daily investment charges which apply to the average daily value of the Investment Options. These charges are deducted from the Investment Options and range on an annual basis from .45% to 1.50%, depending on the Investment Option. If You take out more than the Free Partial Surrender Percentage, We may assess a surrender charge which depends upon Your Initial Specified Amount, the year of surrender, issue Age, sex and Rate Class. The maximum surrender charge that will be deducted is 44.56 per $1,000 specified amount. The maximum varies by issue age, sex and tobacco use and ranges from 5.40 to 44.56 per $1,000. See "Expenses - - Surrender Charge" in Part I for more information. The surrender charge for total surrenders is level for the first four Policy Years then grades down each month beginning in the fifth Policy Year and is zero at the end of Policy Year ten. Your Policy is issued with a surrender charge schedule which shows the surrender charge at the end of the Policy Year. The surrender charge is level for the first four Policy Years. Beginning in the fifth Policy Year, the surrender charge reduces each Policy Month by linearly interpolating the prior and current years' end of year surrender charges. The interpolation is based on the number of completed Policy Months for the current Policy Year. The charge is not affected by Special Rate Classes nor by the addition of riders. When You make a partial surrender, We assess a pro-rata portion of the surrender charge. In the event that You increase Your Specified Amount, a new surrender charge will be imposed on the increased amount. The surrender and partial surrender charges are deducted from the unloaned Accumulation Value of the Policy. The partial surrender charge is deducted pro-rata from the Investment Option(s) and/or the Fixed Account from which the withdrawal is made. There is a partial surrender fee of $25 assessed for any partial surrender in addition to any surrender charge that may be assessed. The partial surrender fee is deducted from the unloaned Accumulation Value of the Policy. The partial surrender fee is deducted pro-rata from the Investment Option(s) and/or Fixed Account from which the withdrawal is made. The Free Partial Surrender Percentage is excluded from these charges. Each transfer after 12 in any Policy Year, unless the transfer is pre-scheduled, will incur a transfer fee of $25. The transfer fee is deducted from the amount transferred. 5. DEATH BENEFIT The amount of the Death Benefit depends on the Specified Amount of Your Policy, the Death Benefit option in effect at the time of death and under some circumstances Your Policy's Accumulation Value. There are two Death Benefit options: Level Death Benefit and Adjustable Death Benefit. Under certain circumstances You can change Death Benefit options. You can also change the Specified Amount under certain circumstances. The actual amount payable to Your Beneficiary is the Death Proceeds which is equal to the Death Benefit less any Indebtedness. At the time of application for a Policy, You designate a Beneficiary who is the person or persons who will receive the Death Proceeds. You can change Your Beneficiary unless You have designated an irrevocable Beneficiary. The Beneficiary does not have to be a natural person. All or part of the Death Proceeds may be paid in a lump sum or applied under one of the Payment Options contained in the Policy. 6. TAXES Your Policy has been designed to comply with the definition of life insurance in the Internal Revenue Code. As a result, the Death Proceeds paid under the Policy should be excludable from the gross income of the Beneficiary. Your earnings in the Policy are not taxed until You take them out. The tax treatment of the loan proceeds and surrender proceeds will depend on whether the Policy is considered a Modified Endowment Contract (MEC). Proceeds taken out of a MEC are considered to come from earnings first and are includible in taxable income. If You are younger than 59 1/2 when You take money out of a MEC, You may also be subject to a 10% federal tax penalty on the earnings withdrawn. 7. ACCESS TO YOUR MONEY You can terminate the Policy at any time and We will pay You the Cash Surrender Value. After the first Policy Year, You may surrender a part of the Cash Surrender Value subject to the requirements of the Policy. When You terminate Your Policy or make a partial surrender, a surrender charge (or a portion thereof in the case of a partial surrender) may be assessed. In the case of a partial surrender We assess a Partial Surrender Fee of $25. Once each Policy Year, on a non-cumulative basis, You may make a free partial surrender up to 10% of Your unloaned Accumulation Value. You can also borrow some of Your Accumulation Value. 8. OTHER INFORMATION FREE LOOK. You can cancel the Policy within ten days after You receive it (or whatever period is required in Your state) and We will refund all Premiums paid less any Indebtedness. Upon completion of the Underwriting Process, We will allocate the initial Net Premium to the Money Market Portfolio for fifteen days (or the Free Look period required in Your state plus five days). After that, We will invest Your Accumulation Value as You requested. WHO SHOULD PURCHASE THE POLICY? The Policy is designed for individuals and businesses that have a need for death protection but who also desire to potentially increase the values in their Policies through investment in the Investment Options. The Policy offers the following to individuals: o create or conserve one's estate o supplement retirement income o access to funds through loans and surrenders The Policy offers the following to businesses: o protection for the business in the event a key employee dies o provide debt protection for business loans o create a fund for employee benefits, buy outs and future business needs. If You currently own a variable life insurance policy on the life of the Primary Insured, You should consider whether the purchase of the Policy is appropriate. Also, You should carefully consider whether the Policy should be used to replace an existing Policy on the life of an Insured. Additional Features. o You can arrange to have a regular amount of money automatically transferred from the Money Market Portfolio to the Investment Options each month, theoretically giving You a lower average cost per unit over time than a single one time purchase. We call this feature the Dollar Cost Averaging Option. o We will automatically readjust Your money between Investment Options periodically to keep the blend You select. We call this feature the Asset Rebalancing Option. o If the Primary Insured becomes terminally ill, We will pay You a portion of the Death Benefit. We call this feature the Accelerated Death Benefit Rider. o If You pay a certain required Premium, We guarantee that the Policy will not lapse even if Your Accumulation Value is not sufficient to cover the Monthly Deductions. We call this feature the Guaranteed Minimum Death Benefit Rider. o If the Primary Insured becomes totally disabled, We will waive the Monthly Deduction, excluding the Risk Charge, or the Planned Premium. This is provided by the Waiver of Monthly Deductions Rider or the Waiver of Planned Premium Rider. o We also offer a number of additional riders that are common for universal life policies. These features and riders may not be available in Your state and may not be suitable for Your particular situation. 9. INQUIRIES If You need more information about buying a Policy, please contact Us at: BMA P.O. Box 412879 Kansas City, Missouri 64141-2879 1-888-262-8131 If You need policy owner service (such as changes in policy information, inquiry into policy values, or to make a loan), please contact Us at our service center: BMA P.O. Box 66793 St. Louis, Missouri 63166-6793 1-800-423-9398 PART I 1. THE VARIABLE LIFE INSURANCE POLICY The variable life insurance policy is a contract between You, the Owner, and BMA, an insurance company. The Policy can be used to create or conserve one's estate and retirement planning for individuals. It can also be used for certain business purposes. The Policy provides for life insurance coverage on the Primary Insured and has Accumulation Values, a Death Benefit, surrender rights, loan privileges and other characteristics associated with traditional and universal life insurance. However, since the Policy is a variable life insurance policy, the Accumulation Value, to the extent invested in the Investment Options, will increase or decrease depending upon the investment experience of those Investment Options. The duration or amount of the Death Benefit may also vary based on the investment performance of the underlying Investment Options. To the extent You allocated Premium or Accumulation Value to the Separate Account, You bear the investment risk. If the Cash Surrender Value is insufficient to pay the Monthly Deductions, the Policy may terminate. Because the Policy is like traditional and universal life insurance, it provides a Death Benefit which will be paid to Your named Beneficiary. When the Primary Insured dies, the Death Proceeds are paid to Your Beneficiary which should be excludable from the gross income of the Beneficiary. The tax-free Death Proceeds makes this an excellent way to accumulate money You don't think you'll use in Your lifetime and is a tax-efficient way to provide for those You leave behind. If You need access to Your money, You can borrow from the Policy or make a total or partial surrender. 2. PURCHASES PREMIUMS Premiums are the monies You give Us to buy the Policy. The Policy is a Flexible Premium Policy which allows You to make Premium payments in any amount and at any time, subject of course to making sufficient Premium payments to keep the Policy in force. Even though the Policy is flexible, when You apply for coverage You can establish a schedule of Premium payments (Planned Premium). The Planned Premium is selected by You. Thus they will differ from Policy to Policy. You should consult Your Registered Representative about Your Planned Premium. We guarantee that the Policy will stay in force for the first five years after issue if total Premiums paid are at least as great as: 1. the cumulative five year No-Lapse Monthly Minimum Premium; plus 2. the total of all partial surrenders made; plus 3. indebtedness. We will establish a No-Lapse Monthly Minimum Premium at the time you apply for coverage which is the smallest level of Planned Premium. The Policy will remain in force if the Cash Surrender Value is greater than zero regardless of how long it has been in force. Additional Premiums may be paid at any time. However, We reserve the right to limit the number and amount of additional Premiums. Under some circumstances, We may require evidence that the Primary Insured is still insurable. All Premiums are payable at the BMA Service Center. WAIVER OF PLANNED PREMIUMS You can elect to have a Waiver of Planned Premium Rider added to Your Policy. The rider provides for the Planned Premium to be waived by crediting a Premium equal to the monthly waiver benefit on each Monthly Anniversary Day during the Primary Insured's total disability beginning before age 60 and continuing 6 months or more. Premiums paid during the first 6 months of disability are refunded, and subsequent Premiums are waived as long as total disability continues. The monthly waiver benefit to be credited as a Premium to the Policy while benefits are payable under the rider is the Planned Premium at the time the disability begins. All Monthly Deductions will continue to be made. If at the end of any Policy Month while benefits are being paid under the rider, the Cash Surrender Value is not sufficient to cover the Monthly Deductions, the credit of the monthly waiver benefit will cease, and the Monthly Deductions will be waived as long as total disability continues. You should consult the rider for the terms and conditions. The rider is available as an alternative to the Waiver of Monthly Deductions. You can select either the Waiver of Monthly Deduction Rider or the Waiver of Planned Premium Rider but not both. APPLICATION FOR A POLICY In order to purchase a Policy, You must submit an application to Us that requests information about the proposed Primary Insured. In some cases, We will ask for additional information. We may request that the Primary Insured provide Us with medical records, physician's statement or possibly require other medical tests. ISSUE AGES: We currently issue to Primary Insureds whose ages are: 20-80 for Standard rates and 20-70 for Preferred rates. We will review all the information We are provided about the Primary Insured and determine whether or not the Primary Insured meets Our standards for issuing the Policy. This process is called underwriting. If the Primary Insured meets all of Our underwriting requirements, We will issue a Policy. There are several underwriting classes under which the Policy may be issued. The underwriting period could be up to 60 days or longer from the time the application is signed. If We receive the initial Premium with the application, Your Registered Representative will give you a conditional receipt. If You receive a conditional receipt, you will have conditional coverage. The conditional receipt provides coverage from the later date of receipt of the application, the medical exam, if required, and the money being received at the Service Center. It will expire 60 days from the effective date. The conditional insurance is subject to a number of restrictions and is only applicable if the proposed Primary Insured was an acceptable risk for the insurance applied for. APPLICATION OF PREMIUMS When You purchase a Policy and We receive money with Your application, We will initially put Your money in Our General Account. Your money will remain in Our General Account during the Underwriting Process. Upon completion of the Underwriting Process, Your money will be moved to the Money Market Portfolio where it will remain for 15 days (or the period required in Your state plus five days). After the 15 days, We will allocate Your money to the Investment Option(s) You requested in the application. All allocation directions must be in whole percentages. If You pay additional Premiums, We will allocate them in the same way as Your first Premium unless You tell Us otherwise. If You change Your mind about owning a Policy, You can cancel it within 10 days after receiving it (or the period required in Your state) (Free Look Period). (If the Owner is a resident of California and is age 60 or older, the period is 30 days.) When You cancel the Policy within this time period, We will not assess a Surrender Charge and will give You back Your Premium payment less any Indebtedness. When Your application for the Policy is in good order, We will invest Your first Premium in the Money Market Portfolio within two days after We have completed Our underwriting. Subsequent Premiums will be allocated in accordance with the selections in Your application. If as a result of Our underwriting review, We do not issue You a Policy, We will return to You Your Premium, and interest, if any, required by Your state. If We do issue a Policy, on the Policy Date We will deduct the first Monthly Deduction and credit interest. The maximum first Monthly Deduction is 5.5% of Premium. GRACE PERIOD Your Policy will stay in effect as long as Your Cash Surrender Value is sufficient to cover Monthly Deductions. If the Cash Surrender Value of Your Policy is not enough to cover these deductions, We will mail You a notice. You will have 61 days from the time the notice is mailed to You to send Us the required payment. This is called the Grace Period. Because this Policy has a five year no-lapse guarantee, the Policy will not terminate if the No Lapse Monthly Minimum Premiums are paid during this five year period. ACCUMULATION UNIT VALUES The value of Your Policy that is invested in the Investment Option(s) will go up or down depending upon the investment performance of the Investment Option(s) You choose. In order to keep track of the value of Your Policy, We use a unit of measure We call an Accumulation Unit. (An Accumulation Unit works like a share of a mutual fund.) Every Business Day We determine the value of an Accumulation Unit for each of the Investment Options. The value of an Accumulation Unit for any given Business Day is determined by multiplying a factor We call the net investment factor times the value of the Accumulation Unit for the previous Business Day. We do this for each Investment Option. The net investment factor is a number that reflects the change (up or down) in an underlying Investment Option share. Our Business Days are each day that the New York Stock Exchange is open for business. Our Business Day closes when the New York Stock Exchange closes, usually 4:00 P.M. Eastern time. When You make a Premium payment, We credit Your Policy with Accumulation Units. The number of Accumulation Units credited is determined by dividing the amount of Net Premium allocated to an Investment Option by the value of the Accumulation Unit for the Investment Option for the Business Day when the Premium payment is applied to Your Policy. We calculate the value of an Accumulation Unit for each Investment Option after the New York Stock Exchange closes each Business Day and then apply it to Your Policy. When We assess the Monthly Deductions, We do so by deducting Accumulation Units from Your Policy. When You have selected more than one Investment Option and/or the Fixed Account, We make the deductions pro-rata from all the Investment Options and the Fixed Account. When You make a surrender We determine the number of Accumulation Units to be deducted by dividing the amount of the surrender from an Investment Option by the value of an Accumulation Unit for the Investment Option. The resulting number of Accumulation Units is deducted from Your Policy. When You make a transfer from one Investment Option to another We treat the transaction by its component parts, i.e. a surrender and a purchase. EXAMPLE: On Monday We receive a Premium payment from You. You have told Us You want $700 of this payment to go to the Large Cap Value Portfolio. When the New York Stock Exchange closes on that Monday, We determine that the value of an Accumulation Unit for the Large Cap Value Portfolio is $12.70. We then divide $700 by $12.70 and credit Your Policy on Monday night with 55.12 Accumulation Units for the Large Cap Value Portfolio. RIGHT TO REFUND To receive the tax treatment accorded life insurance under Federal laws, insurance under the Policy must initially qualify and continue to qualify as life insurance under the Internal Revenue Code. To maintain qualification to the maximum extent permitted by law, We reserve the right to return Premiums paid which We determine will cause any coverage under the Policy to fail to qualify as life insurance under applicable tax law and any changes in applicable tax laws or will cause it to become a Modified Endowment Contract (MEC). Additionally, We reserve the right to make changes in the Policy or to make distributions to the extent We determine necessary to continue to qualify the Policy as life insurance and to comply with applicable laws. We will provide You advance written notice of any change. If subsequent Premiums will cause Your Policy to become a MEC We will contact You prior to applying the Premium. If You elect to have the Premium applied, We require that You acknowledge in writing that You understand the tax consequences of a MEC before We will apply the Premiums. Section 6 contains a discussion of certain tax considerations provisions including MECs. EXCHANGE OF A POLICY FOR A BMA POLICY Under federal tax law a life insurance policy may be exchanged tax-fee for another life insurance policy. However, a policy received in exchange for a MEC will also be treated as a MEC. Any exchange of a policy for a BMA Policy must meet Our policy exchange rules in effect at that time. 3. INVESTMENT CHOICES The Policy offers 44 investment choices - A Fixed Account and 43 Investment Options. Additional Investment Options may be available in the future. YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING. COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS. CERTAIN PORTFOLIOS CONTAINED IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR POLICY. Shares of the funds are offered in connection with certain variable annuity contracts and variable life insurance policies of various life insurance companies which may or may not be affiliated with BMA. Certain portfolios are also sold directly to qualified plans. The funds do not believe that offering their shares in this manner will be disadvantageous to you. INVESTORS MARK SERIES FUND, INC. Investors Mark Series Fund, Inc. is managed by Investors Mark Advisors, LLC (Adviser), which is an affiliate of BMA. Investors Mark Series Fund, Inc. is a mutual fund with multiple portfolios. Each Investment option has a different investment objective. The Adviser has engaged sub-advisers to provide investment advice for the individual Investment Option. The following Investment Options are available under the Policy. STANDISH, AYER & WOOD, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS: Intermediate Fixed Income Portfolio Mid Cap Equity Portfolio Money Market Portfolio STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO: Global Fixed Income Portfolio STEIN ROE & FARNHAM, INCORPORATED IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS: Small Cap Equity Portfolio Large Cap Growth Portfolio DAVID L. BABSON & CO., INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO: Large Cap Value Portfolio LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO: Growth & Income Portfolio KORNITZER CAPITAL MANAGEMENT, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO: Balanced Portfolio BERGER INSTITUTIONAL PRODUCTS TRUST Berger Institutional Products Trust is a mutual fund with multiple portfolios. Berger Associates is the investment adviser to all portfolios except the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC is the adviser to the Berger/BIAM IPT--International Fund. BBOI Worldwide LLC has retained Bank of Ireland Asset Management (U.S.) Limited ("BIAM"). The following Investment Options are available under the Policy: Berger IPT--100 Fund Berger IPT--Growth and Income Fund Berger IPT--Small Company Growth Fund Berger/BIAM IPT--International Fund CONSECO SERIES TRUST Conseco Series Trust is a mutual fund with multiple portfolios. Conseco Capital Management, Inc. is the investment adviser to the portfolios. The following Investment Options are available under the Policy: Asset Allocation Portfolio Common Stock Portfolio Corporate Bond Portfolio Government Securities Portfolio THE ALGER AMERICAN FUND The Alger American Fund is a mutual fund with multiple portfolios. Fred Alger Management, Inc. serves as the investment adviser. The following Investment Options are available under the Policy: Alger American Growth Portfolio Alger American Leveraged AllCap Portfolio Alger American MidCap Growth Portfolio Alger American Small Capitalization Portfolio AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. American Century Variable Portfolios, Inc. is a series of funds managed by American Century Investment Management, Inc. The following Investment Options are available under the Policy: VP Income & Growth VP International VP Value THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. The Dreyfus Socially Responsible Growth Fund, Inc. is managed by The Dreyfus Corporation. Dreyfus has hired NCM Capital Management Group, Inc. to serve as sub-investment adviser and provide day-to-day management of the Fund's investments. DREYFUS STOCK INDEX FUND The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its affiliate, Mellon Equity Associates, to serve as the Fund's index fund manager and provide day-to-day management of the Fund's investments. DREYFUS VARIABLE INVESTMENT FUND The Dreyfus Variable Investment Fund is a mutual fund with multiple portfolios. The Dreyfus Corporation serves as the investment adviser. The following Investment Options are available under the Policy: Disciplined Stock Portfolio International Value Portfolio FEDERATED INSURANCE SERIES Federated Insurance Series is a mutual fund with multiple portfolios. Federated Advisers is the investment adviser. The following Investment Options are available under the Policy: Federated High Income Bond Fund II Federated International Equity Fund II Federated Utility Fund II INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO Variable Investment Funds, Inc. is a mutual fund with multiple portfolios. INVESCO Funds Group, Inc. is the investment adviser. The following Investment Options are available under the Policy: INVESCO VIF - High Yield Portfolio INVESCO VIF - Industrial Income Portfolio LAZARD RETIREMENT SERIES, INC. Lazard Retirement Series, Inc. is a mutual fund with multiple portfolios. Lazard Asset Management, a division of Lazard Freres & Co. LLC, is the investment manager for each portfolio. The following Investment Options are available under the Policy: Lazard Retirement Equity Portfolio Lazard Retirement Small Cap Portfolio NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST Each portfolio of Neuberger & Berman Advisers Management Trust invests in a corresponding series of Advisers Managers Trust. All series of Advisers Managers Trust are managed by Neuberger & Berman Management Incorporated. The following Investment Options are available under the Policy: Limited Maturity Bond Portfolio Partners Portfolio (capital growth) STRONG OPPORTUNITY FUND II, INC. Strong Opportunity Fund II, Inc. is a mutual fund managed by Strong Capital Management, Inc. The following Investment Option is available under the Policy: Opportunity Fund II (capital growth) STRONG VARIABLE INSURANCE FUNDS, INC. Strong Variable Insurance Funds, Inc. is a mutual fund with multiple series. Strong Capital Management, Inc. serves as the investment adviser. The following Investment Option is available under the Policy: Growth Fund II VAN ECK WORLDWIDE INSURANCE TRUST Van Eck Worldwide Insurance Trust is a mutual fund with multiple portfolios which are managed by Van Eck Associates Corporation. The following Investment Options are available under the Policy: Worldwide Bond Fund Worldwide Emerging Markets Fund Worldwide Hard Assets Fund Worldwide Real Estate Fund TRANSFERS You can transfer money among the Fixed Account and the Investment Options. You can make 12 free transfers each Policy Year. You can make a transfer to or from the Fixed Account and to or from any Investment Option. If You make more than 12 transfers in a year, there is a transfer fee deducted. The fee is $25 per transfer. The transfer fee is deducted from the amount which is transferred. The following apply to any transfer: 1. The minimum amount which You can transfer from the Fixed Account or any Investment Option is $250 or Your entire interest in the Investment Option or the Fixed Account, if the remaining balance is less than $250. 2. The maximum amount which can be transferred from the Fixed Account is limited to 25% of the Accumulation Value in the Fixed Account. Only one transfer out of the Fixed Account is allowed each Policy Year. These requirements are waived if the transfer is pursuant to a pre-scheduled transfer. 3. The minimum amount which must remain in any Investment Option or Fixed Account after a transfer is $250. 4. A transfer will be effective as of the end of the Business Day when We receive an Authorized Request at the BMA Service Center. 5. Neither Us nor Our BMA Service Center are liable for a transfer made in accordance with Your instructions. 6. We reserve the right to restrict the number of transfers per year and to restrict transfers from being made on consecutive Business Days. 7. Your right to make transfers is subject to modification if We determine, in Our sole opinion, that the exercise of the right by one or more Owners is, or would be, to the disadvantage of other Owners. Restrictions may be applied in any manner reasonably designed to prevent any use of the transfer right which is considered by Us to be to the disadvantage of other Owners. A modification could be applied to transfers to or from one or more of the Investment Options and could include but not be limited to: a. a requirement of a minimum time period between each transfer; b. not accepting transfer requests of an agent acting under a power of attorney on behalf of more than one Owner; or c. limiting the dollar amount that may be transferred by an Owner at any one time. 8. During times of drastic economic or market conditions, We may suspend the transfer privilege temporarily without notice and treat transfer requests based on their separate components - a redemption order with a simultaneous request for purchase of another Investment Option. In such a case, the redemption request would be processed at the source Investment Option's next determined Accumulation Unit value but the purchase into the new Investment Option would be effective at the next determined Accumulation Unit value for the new Investment Option only after We receive the proceeds from the source Investment Option or We otherwise receive cash on behalf of the Investment Option. You may elect to make transfers by telephone. To elect this option You must do so in an Authorized Request. If there are Joint Owners, unless We are instructed to the contrary, instructions will be accepted from either one of the Joint Owners. We will use reasonable procedures to confirm that instructions communicated by telephone are genuine. If We do not, We may be liable for any losses due to unauthorized or fraudulent instructions. The BMA Service Center tape records all telephone instructions. Transfers do not change the allocation instructions for future Premiums. DOLLAR COST AVERAGING The Dollar Cost Averaging Option allows You to systematically transfer a set amount each month from the Money Market Portfolio to any of the other Investment Option(s). By allocating amounts on a regular schedule as opposed to allocating the total amount at one particular time, You may be less susceptible to the impact of market fluctuations. The minimum amount which can be transferred each month is $250. You must have an unloaned Accumulation Value of at least $5,000. The amount required to complete Your program must be in the source account in order to participate in dollar cost averaging. All dollar cost averaging transfers will be made on the 15th day of the month unless that day is not a Business Day. If it is not, then the transfer will be made the next Business Day. You must participate in dollar cost averaging for at least 6 months. If You participate in dollar cost averaging, the transfers made under this option are not taken into account in determining any transfer fee. ASSET REBALANCING OPTION Once Your money has been allocated among the Investment Options, the performance of the Accumulation Value of each option may cause Your allocation to shift. If the unloaned Accumulation Value of Your Policy is at least $5,000, You can direct Us to automatically rebalance Your Policy each quarter to return to Your original percentage allocations by selecting Our asset rebalancing option. The program will terminate if You make any transfer outside of the Investment Options You have selected under the asset rebalancing option. The minimum period to participate in this program is 6 months. The transfer date will be the 15th of the month unless that day is not a Business Day. If it is not, then the transfer will be made the next Business Day. The Fixed Account is not part of asset rebalancing. If You participate in the asset rebalancing option, the transfers made under the program are not taken into account in determining any transfer fee. EXAMPLE: Assume that You want the Accumulation Value split between 2 Investment Options. You want 40% to be in the Intermediate Fixed Income Portfolio and 60% to be in the Mid Cap Equity Portfolio. Over the next 2 1/2 months the bond market does very well while the stock market performs poorly. At the end of the first quarter, the Intermediate Fixed Income Portfolio now represents 50% of Your holdings because of its increase in value. If You had chosen to have Your holdings rebalanced quarterly, on the first day of the next quarter, We would sell some of Your units in the Intermediate Fixed Income Portfolio to bring its value back to 40% and use the money to buy more units in the Mid Cap Equity Portfolio to increase those holdings to 60%. ASSET ALLOCATION OPTION We recognize the value to certain Owners of having available, on a continuous basis, advice for the allocation of Your money among the Investment Options available under the Policy. Certain providers of these types of services have agreed to provide such services to Owners in accordance with Our administrative rules regarding such programs. We have made no independent investigation of these programs. We have only established that these programs are compatible with Our administrative systems and rules. Even though We permit the use of approved asset allocation programs, the Policy was not designed for professional market timing organizations. Repeated patterns of frequent transfers are disruptive to the operations of the Investment Options, and when We become aware of such disruptive practices, We may modify the transfer provisions of the Policy. If You participate in an approved asset allocation program, the transfers made under the program are not taken into account in determining any transfer fee. SUBSTITUTION We may be required to substitute one of the Investment Options You have selected with another Investment Option. We would not do this without the prior approval of the Securities and Exchange Commission. We will give You notice of Our intent to do this. 4. EXPENSES There are charges and other expenses associated with the Policy that reduce the return on Your investment in the Policy. The charges and expenses are: PREMIUM CHARGE We deduct a Premium Charge for each Premium You make. We consider a portion of the Premium Charge a sales load. The sales load portion is 3.5% of Premiums paid during the first ten Policy Years and 2.0% of Premiums paid thereafter. The portion of the Surrender Charge that does not recover issue and underwriting expenses is assessed as a sales load but only if the Policy is surrendered during the first ten Policy Years. The Premium Charges are as follows: Policy Years 1-10: 5.5% of all Premiums. Policy Years 11 and 4.0% of all Premiums. thereafter: The Premium Charge is to cover some of Our costs incurred in selling the Policy and in issuing it, such as commissions, premium tax, DAC tax (Deferred Acquisition Costs) and administrative costs. MONTHLY DEDUCTION The initial Monthly Deduction is made on the Policy Date but does not include a Risk Charge. On each Monthly Anniversary Day We make a Monthly Deduction from the Accumulation Value of Your Policy. The Monthly Deduction will be taken on a pro-rata basis from the Investment Options and the Fixed Account, exclusive of the Loan Account. The Monthly Deduction equals: a. the Cost of Insurance for the Policy; plus b. the monthly rider charges; if any; plus c. the Risk Charge; plus d. the monthly Policy Charge COST OF INSURANCE. This charge compensates Us for insurance coverage provided during following the month. The cost of insurance charge for a Policy month equals the appropriate current cost of insurance rate per $1,000, including any special Rate Classes, times the net amount at risk. The net amount at risk is different for the Level Death Benefit Option and the Adjustable Death Benefit Option. Part II contains a more detailed description of the net amount at risk. The monthly cost of insurance rate, per $1,000 of net amount at risk, is based on the Specified Amount, issue age, and Rate Class of the Primary Insured and the Policy Year. The maximum monthly cost of insurance rate ranges from 0.08420 to 83.33333 per $1,000. The table below shows the largest maximum monthly cost of insurance rate for all of the ages in the range. The maximum rate for most ages in the range will be smaller. Maximum Monthly Cost of Insurance Rates per $1,000 Attained Male Female Age Non-Tobacco Tobacco Non-Tobacco Tobacco - ------- ----------- ------- ----------- ------- 20-29 0.14010 0.19437 0.10005 0.12341 30-39 0.17850 0.30049 0.16097 0.22778 40-49 0.37912 0.73630 0.32558 0.50808 50-59 0.96089 1.79681 0.66576 0.99290 60-69 2.65338 4.29327 1.63207 2.19463 70-80 8.16248 10.74533 5.59571 6.58858 81-99 83.33333 83.33333 83.33333 83.33333 Generally, We use a cost of insurance rate that is less than the maximum rate. The table below compares the maximum cost of insurance rate to the rate that is currently being used during the first Policy Year. The rates below are based on the preferred non-tobacco Rate Class and a $150,000 Specified Amount. Monthly Cost of Insurance Rate Comparison Cost of Insurance Rate Sex Issue Age Current Maximum --- --------- ------- ------- Male 45 0.26313 0.27708 Female 50 0.31223 0.34983 Male 55 0.47878 0.65401 Monthly cost of insurance rates will be determined by Us based on the expectations as to future experience. We may charge less than the maximum cost of insurance rates as shown in the Table of Cost Insurance Rates contained in Your Policy. Any change in the cost of insurance rates will apply to all Primary Insureds of the same Age, sex, Rate Class and Policy Year. The cost of insurance rates are greater for insureds in special Rate Classes. MONTHLY RIDER CHARGES. We charge separately for any riders attached to the Policy. We deduct the cost of the riders for a Policy Month as part of the Monthly Deduction on each Monthly Anniversary Day. RISK CHARGE. We assess a Risk Charge which is deducted as part of the Monthly Deduction. The Risk Charge is calculated as follows: Per Policy Month for Policy .80%, on an annual basis, of Years 1-10: the Accumulation Value in the Separate Account. Per Policy Month for Policy .40%, on an annual basis, of Years 11 and later: the Accumulation Value in the Separate Account. The Risk Charge compensates Us for some of the mortality risks We assume, and the risk that We will experience costs above that for which We are compensated. It also compensates Us for some of the administrative costs in administering the Policy. We expect to profit from the charge. POLICY CHARGE. We assess a Policy Charge which is deducted each Monthly Anniversary Day. The Policy Charge is: Per Policy Month for Policy $25 Year 1: Per Policy Month for Policy Currently, $5. This charge is Years 2 and later: not guaranteed and may be increased but it will not exceed $10. The Policy Charge compensates Us for some of the administrative costs of the Policy and the Separate Account. WAIVER OF MONTHLY DEDUCTION. You can elect to have a Waiver of Monthly Deduction Rider added to Your Policy. This rider provides for all monthly deductions, excluding the Risk Charge, to be waived during the Primary Insured's total disability beginning before age 60 and continuing 6 months or more. Any Monthly Deductions, excluding the Risk Charge, made during the first 6 months will be credited back to the Accumulation Value and subsequent monthly deductions, excluding the Risk Charge, are waived as long as total disability continues. You should consult the rider for the terms and conditions. The rider is available as an alternative to the Waiver of Planned Premiums. You can select either the Waiver of Monthly Deduction Rider or the Waiver of Planned Premium Rider but not both. The rider is not available if the Policy is issued with the Guaranteed Minimum Death Benefit. SURRENDER CHARGE If the Policy is surrendered before the 10th Policy Anniversary or within 10 years following the effective date of any increase in Specified Amount, a Surrender Charge may be deducted. The amount of the Surrender Charge depends upon Your Specified Amount, the year of surrender, issue Age, sex and Rate Class. The Surrender Charge specific to Your Policy is shown on Your Policy Schedule. The maximum Surrender Charge that will be assessed ranges from 5.40 to 44.56 per $1,000 of Specified Amount. The table below shows the maximum Surrender Charge per $1,000 for all of the ages in the range. The maximum Surrender Charge for some ages in the range will be smaller. Maximum Initial Surrender Charges per $1,000 Issue Male Female Age Non-Tobacco Tobacco Non-Tobacco Tobacco - ------- ----------- ------- ----------- ------- 20-29 8.10 9.18 7.20 8.10 30-39 12.43 14.78 10.92 12.43 40-49 19.32 23.87 16.28 18.91 50-59 29.52 35.07 23.52 28.11 60-69 41.64 44.56 32.49 38.00 70-80 49.94 42.29 35.97 39.41 The charge is not affected by special Rate Classes nor by the addition of riders. After the fourth Policy Year, or after four years following the effective date of an increase, the Surrender Charge between Policy Years will be pro-rated monthly. When there is a partial surrender of Cash Surrender Value, a pro-rata portion of the Surrender Charge is assessed for any amount that the Specified Amount is reduced. The pro-rata Surrender Charge is calculated in the same manner as for a requested decrease. The Surrender Charge and the pro-rata Surrender Charge compensates Us for the costs associated with selling the Policy and for issue and underwriting expenses. PARTIAL SURRENDER FEE When there is a partial surrender of the Cash Surrender Value, in addition to any Surrender Charge that may be assessed, We will charge a Partial Surrender Fee of $25. This charge compensates Us for administrative expenses associated with a surrender. WAIVER OF SURRENDER CHARGES After the first Policy Anniversary, the Surrender Charge may be waived in the following circumstances: FREE PARTIAL SURRENDER AMOUNT. Once each Policy Year, on a non-cumulative basis, You may make a free partial surrender up to 10% of the unloaned Accumulation Value without the imposition of the Partial Surrender Fee or the Surrender Charge. If the Policy is later totally surrendered for its Cash Surrender Value, then the pro-rata Surrender Charges for each free partial surrender will be assessed at the time of surrender. CONFINEMENT. The Surrender Charge will not apply if: (1) You are confined in a long term care facility, skilled or intermediate nursing facility or hospital; (2) You have been so confined for at least 90 consecutive days; (3) a physician certifies that confinement is required because of sickness or injury; and (4) You were not so confined on the Policy Date. Proof of confinement will be required in a form satisfactory to Us. TOTAL DISABILITY. The Surrender Charge will not apply if: (1) You are totally disabled; (2) You have been so disabled for at least 90 days; (3) a physician certifies that You are totally disabled; and (4) You were not so disabled on the Policy Date. Proof of disability will be required in a form satisfactory to Us. INVOLUNTARY UNEMPLOYMENT. The Surrender Charge will not apply if: (1) You were employed on a "full time" basis (working at least 17 hours per week) on the Policy Date; (2) Your employment was terminated by Your employer; (3) You remain unemployed for at least 90 days; and (4) You certify in writing at the time You make Your surrender request that You are still unemployed. DIVORCE. The Surrender Charge will not apply if: (1) You were married on the Policy Date; (2) subsequent to the Policy Date a divorce proceeding is filed; and (3) You certify in writing at the time You make Your surrender request that You are now divorced. We will not assess pro-rata Surrender Charges for earlier free partial withdrawals if You make a total surrender due to confinement, total disability, involuntary unemployment or divorce. Not all options may be available in all states. REDUCTION OR ELIMINATION OF THE SURRENDER CHARGE We may reduce or eliminate the amount of the Surrender Charge when the Policy is sold under circumstances which reduce its sales expense. Some examples are: if there is a large group of individuals that will be purchasing the Policy or a prospective purchaser already had a relationship with Us. We will not deduct a Surrender Charge under a Policy issued to an officer, director or employee of BMA or any of its affiliates. TRANSFER FEE You can make 12 free transfers every Policy Year. If You make more than 12 transfers a year, We will deduct a transfer fee of $25. If We do assess a transfer fee, it will be deducted from the amount transferred. If the transfer is part of the Dollar Cost Averaging Option, the Asset Rebalancing Option or Asset Allocation Option, it will not count in determining the transfer fee. TAXES We may assess a charge against the Policy for any taxes attributable to the Separate Account. We do not expect to incur any such taxes. INVESTMENT OPTION EXPENSES There are deductions from and expenses paid out of the assets of the various Investment Options, which are summarized below. See the fund prospectuses for more information. INVESTMENT OPTION EXPENSES (as a percentage of the average daily net assets of an Investment Option) Total Annual Other Portfolio Expenses Expenses (after (after reimbursement reimbursement Management 12b-1 for certain for certain Fees Fees portfolios) portfolios) ------ ---- -------------- -------------- INVESTORS MARK SERIES FUND, INC.(1) Intermediate Fixed Income Portfolio .60% -- .20% .80% Mid Cap Equity Portfolio .80% -- .10% .90% Money Market Portfolio .40% -- .10% .50% Global Fixed Income Portfolio .75% -- .25% 1.00% Small Cap Equity Portfolio .95% -- .10% 1.05% Large Cap Growth Portfolio .80% -- .10% .90% Large Cap Value Portfolio .80% -- .10% .90% Growth & Income Portfolio .80% -- .10% .90% Balanced Portfolio .80% -- .10% .90% BERGER INSTITUTIONAL PRODUCTS TRUST (2) Berger IPT--100 Fund .00% -- 1.00% 1.00% Berger IPT--Growth and Income Fund .00% -- 1.00% 1.00% Berger IPT--Small Company Growth Fund .00% -- 1.15% 1.15% Berger/BIAM IPT - International Fund .00% -- 1.20% 1.20% CONSECO SERIES TRUST (3) Asset Allocation Portfolio(4) 0.55% -- 0.20% 0.75% Common Stock Portfolio(4) 0.60% -- 0.20% 0.80% Corporate Bond Portfolio 0.50% -- 0.20% 0.70% Government Securities Portfolio 0.50% -- 0.20% 0.70% THE ALGER AMERICAN FUND Alger American Growth Portfolio 0.75% -- 0.04% 0.79% Alger American Leveraged AllCap Portfolio (5) 0.85% -- 0.15% 1.00% Alger American MidCap Growth Portfolio 0.80% -- 0.04% 0.84% Alger American Small Capitalization Portfolio 0.85% -- 0.04% 0.89% AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. VP International 1.50% -- 0.0% 1.50% VP Value 1.00% -- 0.0% 1.00% VP Income & Growth 0.70% -- 0.0% 0.70% THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC. 0.75% -- 0.07% 0.82% DREYFUS STOCK INDEX FUND 0.25% -- 0.03% 0.28% DREYFUS VARIABLE INVESTMENT FUND Disciplined Stock Portfolio 0.75% -- 0.27% 1.02% International Value Portfolio 1.00% -- 0.42% 1.42% FEDERATED INSURANCE SERIES Federated High Income Bond Fund II (6) 0.51% -- 0.29% 0.80% Federated International Equity Fund II (6) 0.02% -- 1.21% 1.23% Federated Utility Fund II (6) 0.48% -- 0.37% 0.85% INVESCO VARIABLE INVESTMENT FUNDS, INC. INVESCO VIF - High Yield Portfolio (7) 0.60% -- 0.27% 0.87% INVESCO VIF - Industrial Income Portfolio (7) 0.75% -- 0.20% 0.95% LAZARD RETIREMENT SERIES, INC. Lazard Retirement Equity Portfolio (8) 0.75% 0.25% 0.50% 1.50% Lazard Retirement Small Cap Portfolio (8) 0.75% 0.25% 0.50% 1.50% NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST(9) Limited Maturity Bond Portfolio 0.65% -- 0.12% 0.77% Partners Portfolio 0.80% -- 0.06% 0.86% STRONG OPPORTUNITY FUND II, INC. Opportunity Fund II 1.00% -- 0.15% 1.15% STRONG VARIABLE INSURANCE FUNDS, INC. Growth Fund II (10) 1.00% -- 0.20% 1.20% VAN ECK WORLDWIDE INSURANCE TRUST (11) Worldwide Bond Fund 1.00% -- 0.12% 1.12% Worldwide Emerging Markets Fund 1.00% -- (.20)% 0.80% Worldwide Hard Assets Fund 1.00% -- 0.17% 1.17% Worldwide Real Estate Fund 0.00% -- 1.00% 1.00% 1. Investors Mark Advisors, LLC has voluntarily agreed to reimburse expenses of each Portfolio of Investors Mark Series Fund, Inc. for the first year of operations so that the annual expenses do not exceed the amounts set forth above under "Total Annual Portfolio Expenses" for each Portfolio. Absent such expense reimbursement, the Total Annual Portfolio Expenses are estimated to be: 1.15% for the Money Market Portfolio; 2.04% for the Intermediate Fixed Income Portfolio; 2.04% for the Global Fixed Income Portfolio; 1.10% for the Mid Cap Growth Portfolio; 1.10% for the Balanced and Growth & Income Portfolios; 1.25% for the Small Cap Equity Portfolio; and 1.02% for the Large Cap Growth and Large Cap Value Portfolios. 2. The Funds' investment advisers have voluntarily agreed to waive their advisory fee and have voluntarily reimbursed the Funds for additional expenses to the extent that normal operating expenses in any fiscal year, including the investment advisory fee but excluding brokerage commissions, interest, taxes and extraordinary expenses, of each of the Berger IPT--100 Fund and the Berger IPT--Growth and Income Fund exceed 1.00%, and the normal operating expenses in any fiscal year of the Berger IPT--Small Company Growth Fund exceed 1.15%, and the normal operating expenses of the Berger/BIAM IPT - International Fund exceed 1.20% of the respective Fund's average daily net assets. Absent the voluntary waiver and reimbursement, the Management Fee for the Berger IPT--100 Fund, Berger IPT--Growth and income Fund, the Berger IPT--Small Company Growth Fund and the Berger/BIAM IPT - International Fund would have been .75%, .75%, .90%, and .90% respectively, and their Total Annual Portfolio Expenses would have been 9.18%, 9.62%, 5.81% and 3.83%, respectively. 3. Conseco Capital Management, Inc., the investment adviser of Conseco Series Trust, has voluntarily agreed to reimburse all expenses, including management fees, in excess of the following percentage of the average annual net assets of each listed Portfolio, as long as such reimbursement would not result in a Portfolio's inability to qualify as a regulated investment company under the Code: 0.75% for the Asset Allocation Portfolio; 0.80% for the Common Stock Portfolio; 0.70% for the Corporate Bond Portfolio and Government Securities Portfolio. The total percentages in the above table is after reimbursement. In the absence of expense reimbursement, the total fees and expenses in 1997 would have totaled: 0.84% for the Asset Allocation Portfolio; 0.80% for the Common Stock Portfolio; 0.77% for the Corporate Bond Portfolio; and 0.92% for the Government Securities Portfolio. 4. Conseco Capital Management, Inc., since January 1, 1993, has voluntarily waived its management fees in excess of the annual rates set forth above. Absent such fee waivers, the management fees would be: .65% for the Asset Allocation Portfolio; and .65% for the Common Stock Portfolio. 5. The Alger American Leveraged AllCap Portfolio's "Other Expenses" include .04% of interest expense. 6. In the absence of a voluntary waiver by Federated Advisers, the Funds' investment adviser, the Management Fee and Total Annual Portfolio Expenses would have been 0.60% and 0.89%, respectively, for High Income Bond Fund II and 0.75% and 1.12%, respectively, for Utility Fund II. Absent a voluntary waiver of the management fee and the voluntary reimbursement of certain other operating expenses by Federated Advisers, the Management Fee and Total Annual Portfolio Expenses for International Equity Fund II would have been 1.00% and 2.21%, respectively. 7. Certain expenses are being absorbed voluntarily by the investment adviser and sub-adviser. Total expenses (after expenses were absorbed but before any expense offset arrangement) of the INVESCO VIF - High Yield Portfolio and INVESCO VIF - Industrial Income Portfolio for the year ended December 31, 1997 amounted to 0.83% and 0.91%, respectively, of each Portfolio's average net assets. In the absence of such voluntary expense limitation, the total operating expenses of the INVESCO VIF - High Yield Portfolio and INVESCO VIF - Industrial Income Portfolio for the fiscal period ended December 31, 1997 would have been 0.94% and 0.97%, respectively, of each Portfolio's average net assets. It should be noted that the Portfolio's actual expenses were lower than the figures shown because the Portfolio's custodian fees and pricing expenses were reduced under expense offset arrangements. However, as a result of an SEC requirement for mutual funds to state their total operating expenses without crediting any such expense offsetting arrangements, the figures shown above do not reflect these reductions. 8. Lazard Asset Management, the Fund's investment adviser, has voluntarily agreed to reimburse all expenses, including management fees, in excess of 1.50% of the average annual net assets of the Portfolio. 9. Neuberger & Berman Advisers Management Trust is divided into portfolios (Portfolios), each of which invests all of its net investable assets in a corresponding series of Advisers Managers Trust. The figures reported under "Management Fees" include the total of the administration fees paid by the Portfolio and the management fees paid by its corresponding series. Similarly, "Other Expenses" includes all other expenses of the Portfolio and its corresponding series. 10. Strong Capital Management, Inc., the investment adviser of the Strong Growth Fund II, has voluntarily agreed to cap the Fund's total operating expenses at 1.20%. The Adviser has no current intention to, but may in the future, discontinue or modify any waiver of fees or absorption of expenses at its discretion with appropriate notification to its shareholders. 11. All figures are annualized. Expenses of the Worldwide Real Estate Fund, which commenced operation in June 1997, are being assumed by the Fund's investment adviser. Without such assumption, Worldwide Real Estate Fund's Management Fee would be 1.00%, Other Expenses would be 3.88% and Total Expenses would be 4.88%. Other Expenses of Worldwide Real Estate Fund are an estimate which assumes $80 million in average daily net assets, and may be greater or less than those shown. Prior to April 30, 1997, Worldwide Hard Assets Fund was named Gold and Natural Resources Fund. Other Expenses of the Worldwide Hard Assets Fund are net of soft dollar credits. Without such credits, Other Expenses would have been 0.18% and Total Annual Portfolio Expenses would have been 1.18%. Other Expenses of Worldwide Emerging Markets Fund are net of the reduction of the Fund's operating fees in connection with a fee arrangement, based on cash balances left on deposit with the custodian, and net of the waiver or assumption by the Fund's investment adviser of certain fees and expenses. Without such fee arrangement and, to a lesser extent, the waiver/assumption, Other Expenses would have been 0.34% and Total Expenses would have been 1.34%. The Fund's investment adviser is no longer waiving or assuming fees and expenses. 5. DEATH BENEFIT The primary purpose of the Policy is to provide Death Benefit protection on the life of the Primary Insured. While the Policy is in force, if the Primary Insured dies, the Beneficiary(ies) will receive the Death Proceeds. The Death Proceeds equal the Death Benefit under the Policy less any Indebtedness. The amount of the Death Benefit depends upon the Specified Amount and Your Policy's Accumulation Value on the date of the Primary Insured's death, and the Death Benefit Option in effect at the time of death. The Policy provides two Death Benefit options: a Level Death Benefit and an Adjustable Death Benefit. So long as the Policy remains in force, the Death Benefit under either option will never be less than the Specified Amount. LEVEL DEATH BENEFIT OPTION. The amount of the Death Benefit under the Level Death Benefit Option is the greater of: 1. the Specified Amount on the date of death; or 2. the Accumulation Value on the date of death multiplied by the applicable factor from the Table of Minimum Death Benefit Corridor Percentages shown below. ADJUSTABLE DEATH BENEFIT OPTION. The amount of the Death Benefit under the Adjustable Death Benefit Option is the greater of: 1. the Specified Amount on the date of death plus the Accumulation Value on the date of death; or 2. the Accumulation Value on the date of death multiplied by the applicable factor from the Table of Minimum Death Benefit Corridor Percentages shown below. The applicable percentage is a percentage that is based on the attained Age of the Primary Insured at the beginning of the Policy Year and is equal to the following: Attained Corridor Attained Corridor Age Percentage Age Percentage --- ---------- --- ---------- 0-40 250% 60 130% 41 243% 61 128% 42 236% 62 126% 43 229% 63 124% 44 222% 64 122% 45 215% 65 120% 46 209% 66 119% 47 203% 67 118% 48 197% 68 117% 49 191% 69 116% 50 185% 70 115% 51 178% 71 113% 52 171% 72 111% 53 164% 73 109% 54 157% 74 107% 55 150% 75-90 105% 56 146% 91 104% 57 142% 92 103% 58 138% 93 102% 59 134% 94 101% 95-100 100% CHANGE IN DEATH BENEFIT OPTION You may change the Death Benefit option after the Policy has been in force for at least one year, subject to the following: 1. You must submit an Authorized Request; 2. once the Death Benefit option has been changed, it cannot be changed again for one year from the date of the change; 3. if the Level Death Benefit Option is to be changed to the Adjustable Death Benefit Option, You must submit proof satisfactory to Us that the Primary Insured is still insurable; 4. if the Level Death Benefit Option is changed to the Adjustable Death Benefit Option the resulting Specified Amount can never be less than 50% of the Minimum Specified Amount. The Specified Amount will be reduced to equal the Specified Amount less the Accumulation Value on the date of change. This decrease will not result in any decrease in Premiums or Surrender Charges; and 5. if the Adjustable Death Benefit Option is changed to the Level Death Benefit Option, the Specified Amount will be increased by an amount equal to the Accumulation Value on the date of the change. This increase will not result in any increase in Premiums or Surrender Charges. Any change in a Death Benefit option will take effect on the Monthly Anniversary Date on or following the date We approve the request for the change. CHANGE IN SPECIFIED AMOUNT You may change the Specified Amount of the Policy effective on any Monthly Anniversary Day after the Policy has been in force at least one year, subject to the following requirements. Once the Specified Amount has been changed, it cannot be changed again for one year from the date of a change. SPECIFIED AMOUNT INCREASE. To increase the Specified Amount You must: 1. submit an application for the increase; 2. submit proof satisfactory to Us that the Primary Insured is an insurable risk; and 3. pay any additional Premium which is required. The Specified Amount can only be increased before the Primary Insured reaches Age 80. A Specified Amount increase will take effect on the Monthly Anniversary Day on or following the day We approve the application for the increase. The Specified Amount increase must be for at least $10,000. Each increase will have its own Surrender Charge based on the increased issue Age, sex and Rate Class. The Rate Class that applies to any Specified Amount increase may be different from the Rate Class that applies to the Initial Specified Amount. Each increase will have its own Cost of Insurance rate. The following changes will be made to reflect the increase: 1. the No-Lapse Monthly Minimum Premium will be increased; 2. an additional Surrender Charge for the increase in Specified Amount will apply. We will furnish You with documentation showing You any change in Rate Class for the Specified Amount increase, the amount of the increase and the additional Surrender Charges. SPECIFIED AMOUNT DECREASE. You must request by Authorized Request any decrease in the Specified Amount. The decrease will take effect on the later of: 1. the Monthly Anniversary Day on or following the day We receive Your request for the decrease; or 2. the Monthly Anniversary Day one year after the last change in Specified Amount was made. A Specified Amount decrease will be used to reduce any previous increases to the Specified Amount which are then in effect starting with the latest increase and continuing in the reverse order in which the increases were made. If any portion of the decrease is left over after all Specified Amount increases have been reduced to zero, it will be used to reduce the Initial Specified Amount. We will not permit a Specified Amount decrease that would reduce the Specified Amount below the Minimum Specified Amount. The applicable Surrender Charge for the amount of decrease will be deducted from the Accumulation Value. The No-Lapse Monthly Minimum Premium will be reduced to reflect the Specified Amount decrease. GUARANTEED MINIMUM DEATH BENEFIT You can elect to have a Guaranteed Minimum Death Benefit Rider added to Your Policy. This rider guarantees that the Death Benefit under Your Policy will never be less than the Specified Amount during the Guaranteed Minimum Death Benefit (GMDB) period provided that the GMDB payment requirement has been met. The GMDB Period is determined for each issue Age in accordance with the following: Issue Age GMDB Period --------- ----------- 20-35 25 years 36-50 to age 60 51-55 10 years 56-59 to age 65 There is no separate charge for this rider but in order to have the GMDB provided by the rider You must pay a certain level of Premiums each month which is greater than the No-Lapse Monthly Minimum Premium. The GMDB payment requirement is that the sum of all premiums paid less any partial surrenders and less any Indebtedness are at least as large as the sum of the GMDB monthly Premiums since the Policy Date. The payment requirement for the GMDB rider must be met on each Monthly Anniversary Day even though Premiums do not need to be paid monthly. The GMDB Monthly Premium is determined by the Primary Insured's issue Age, sex and Rate Class and includes all rider costs. Ask Your Registered Representative for the particulars to Your own situation. ACCELERATED DEATH BENEFIT If the Primary Insured is terminally ill, under the Accelerated Death Benefit rider, We will pre-pay a portion of the Death Benefit. You may elect to have an Accelerated Death Benefit. You can only elect this benefit one time, regardless if the amount You selected. No premium is charged for this rider. You can choose an amount between 10% and 50% of the Specified Amount. The maximum benefit amount is the greater of $250,000 and 10% of the Specified Amount. The remaining amount of the Specified Amount in Your Policy must be at least equal to 50% of the Minimum Specified Amount. Benefits as specified under the Policy will be reduced upon receipt of an Accelerated Death Benefit amount. Receipt of an Accelerated Death Benefit amount may be taxable. You should contact Your personal tax or financial adviser for specific information. After an Accelerated Death Benefit payment is made, the Policy will remain in force and reduced Premiums will be payable. The Policy's Specified Amount, Accumulation Value and Surrender Charge will be reduced by the percentage of the requested portion of the available amount as specified in the rider. Any outstanding Loan will be reduced by the portion of the Loan and repaid by the same percentage as the Accelerated Death Benefit percentage as described in the rider. The receipt of an Accelerated Death Benefit amount may adversely affect the recipient's eligibility for Medicaid or other government benefits or entitlements. The amount available will be reduced by, an interest charge and any repayment of Indebtedness. The interest charge is based on the same interest charge as is used to determine loans. 6. TAXES NOTE: BMA HAS PREPARED THE FOLLOWING INFORMATION ON FEDERAL INCOME TAXES AS A GENERAL DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. YOU SHOULD CONSULT YOUR OWN TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. BMA HAS INCLUDED IN PART II AN ADDITIONAL DISCUSSION REGARDING TAXES. LIFE INSURANCE IN GENERAL Life insurance, such as this Policy, is a means of providing for death protection and setting aside money for future needs. Congress recognized the importance of such planning and provided special rules in the Internal Revenue Code (Code) for life insurance. Simply stated, these rules provide that You will not be taxed on the earnings on the money held in Your life insurance policy until You take the money out. Beneficiaries generally are not taxed when they receive the Death Proceeds upon the death of the Primary Insured. TAKING MONEY OUT OF YOUR POLICY You, as the Owner, will not be taxed on increases in the value of Your Policy until a distribution occurs either as a surrender or as a loan. If Your Policy is a MEC any loans or withdrawals from the Policy will be treated as first coming from earnings and then from Your investment in the Policy. Consequently, these earnings are included in taxable income. The Internal Revenue Code also provides that any amount received from a MEC which is included in income may be subject to a 10% penalty. The penalty will not apply if the income received is: (1) paid on or after the taxpayer reaches age 59 1/2; (2) paid if the taxpayer becomes totally disabled (as that term is defined in the Code); or (3) in a series of substantially equal payments made annually (or more frequently) for the life or life expectancy of the taxpayer. If Your Policy is not a MEC, any surrender proceeds will be treated as first a recovery of the investment in the Policy and to that extent will not be included in taxable income. Furthermore any loan will be treated as indebtedness under the Policy and not as a taxable distribution. See "Tax Status" in Part II for more details. DIVERSIFICATION The Code provides that the underlying investments for a variable life policy must satisfy certain diversification requirements in order to be treated as a life insurance contract. We believe that the Investment Options are being managed so as to comply with such requirements. Under current federal tax law, it is unclear as to the circumstances under which You, because of the degree of control You exercise over the underlying investments, and not Us would be considered the Owner of the shares of the Investment Options. If You are considered the Owner of the investments, it will result in the loss of the favorable tax treatment for the Policy. It is unknown to what extent owners are permitted to select Investment Options, to make transfers among the Investment Options or the number and type of Investment Options Owners may select from. If guidance from the Internal Revenue Service is provided which is considered a new position, then the guidance would generally be applied prospectively. However, if such guidance is considered not to be a new position, it may be applied retroactively. This would mean that You, as the Owner of the Policy, could be treated as the Owner of the investment portfolios. Due to the uncertainty in this area, BMA reserves the right to modify the Policy in an attempt to maintain favorable tax treatment. 7. ACCESS TO YOUR MONEY LOANS We will loan You money while the Policy is in force and not in a Grace Period, with the Policy as the sole security. We will advance a loan amount not to exceed the loan value. The loan must be secured by proper assignment of the Policy. We may defer granting loans but not for more than six months. The Accumulation Value securing the loan is transferred to the Loan Account on a pro-rata basis. The amount transferred from each Investment Option and the Fixed Account will equal the ratio of the value each bears to the total unloaned Accumulation Value. If You desire other than the above, You may specify the specific Investment Option from which the transfer is to be made. Any Indebtedness will be deducted from any amount payable under the Policy. No new loan may be taken which, in combination with existing loans and accrued interest, is greater than the Loan Value. EFFECT OF A LOAN. A Policy loan will result in Accumulation Value being transferred from the Investment Options or the Fixed Account to the Loan Account. A Policy Loan, whether or not unpaid, will have a permanent effect on the death benefits and Policy values, because the amount of the Policy Loan transferred to the Loan Account will not share in the investment results of the Investment Options while the Policy Loan is outstanding. If the Loan Account earnings rate is less than the investment performance of the selected Investment Options and/or the Fixed Account, the values and benefits under the Policy will be reduced as a result of the Policy Loan. Furthermore, if not repaid, the Policy Loan will reduce the amount of Death Benefit and Cash Surrender Value. LOAN VALUE. The loan value is equal to 90% of the Accumulation Value as of the date the Authorized Request for the loan is received at the BMA Service Center less: (a) an amount equal to the Surrender Charge, if any, that applies if the Policy is surrendered in full; (b) any existing Indebtedness; (c) interest on all Indebtedness on the Policy to the next Policy Anniversary; and (d) prior to the ninth Policy Month, an amount equal to the balance of the Monthly Deductions for the first Policy Year; or (e) on or after the ninth Policy Month, an amount equal to the sum of the next three Monthly Deductions. LOAN INTEREST (CHARGED). Interest is payable in advance on the first interest payment due date and on each Policy Anniversary that follows at the loan interest rate which is shown on Your Policy Schedule. The interest rate applies to the unpaid balance of the loan. The first interest payment is due on the date of the loan. If loan interest is not paid, the difference between the value of the Loan Account and the Indebtedness will be transferred from the Investment Options and the Fixed Account on a pro-rata basis to the Loan Account. INTEREST CREDITED. The Accumulation Value in the Loan Account will earn interest at a rate not less than 4%. For Policy Years 11 and after, the Accumulation Value in the Loan Account will earn interest at the Loan Interest Rate. LOAN REPAYMENT. Loans may be repaid at any time while the Policy is in force. There is no minimum loan repayment amount. The amount equivalent to a loan repayment will be deducted from the Loan Account and allocated to the originating Investment Options and the Fixed Account in the same percentage as was used for the transfers to the Loan Account. AMOUNTS RECEIVED BY US WILL BE APPLIED AS PREMIUMS UNLESS WE ARE OTHERWISE INSTRUCTED TO APPLY SUCH AMOUNTS AS REPAYMENT OF THE LOAN. TERMINATION FOR MAXIMUM INDEBTEDNESS. The Policy will terminate when Indebtedness equals or exceeds the Accumulation Value less the Surrender Charge, if any, that applies if the Policy is surrendered in full. Termination will be effective 61 days after We send notice of the termination to Your last known address and the last known address of any assignee of record. A termination of the Policy may have Federal income tax consequences. (See Part II - Federal Tax Status - Tax Treatment of Loans and Surrenders). SURRENDERS TOTAL SURRENDER. You may terminate the Policy at any time by submitting an Authorized Request to the BMA Service Center. We will pay the Cash Surrender Value to You as of the Business Day the Authorized Request is received in good order and Our liability under the Policy will cease. A Surrender Charge may be assessed. PARTIAL SURRENDER. After the first Policy Year, You may surrender a part of the Cash Surrender Value by submitting an Authorized Request to the BMA Service Center. All partial surrenders are subject to the following: 1. a partial surrender must be for at least $250. 2. unless You specify otherwise, the partial surrender will be deducted on a pro-rata basis from the Fixed Account and the Investment Options; the Surrender Charge and the Partial Surrender Charge are also deducted from the Accumulation Value; You may specify if a different allocation method is to be used; however the proportion to be taken from the Fixed Account may never be greater than the Fixed Account's proportion of the total unloaned Accumulation Value. 3. You cannot replace the surrendered Cash Surrender Value. 4. upon a partial surrender, the Specified Amount may be reduced if the Level Death Benefit Option is in effect. The Specified Amount will not be reduced if the Adjustable Death Benefit Option is in effect. The Specified Amount will be reduced by the amount of the partial surrender if the Policy is not in corridor. (A Policy is in corridor if the Accumulation Value exceeds certain specified percentages as set forth in the Internal Revenue Code.) 5. a partial surrender is allowed twice each Policy Year and will be limited to such amounts so that the partial surrender will not reduce the Specified Amount below the Minimum Specified Amount, or reduce the remaining Cash Surrender Value below $500. 6. a pro-rata portion of the Surrender Charge is assessed for any amount by which the Specified Amount is reduced. A Partial Surrender Fee also applies. 8. OTHER INFORMATION BMA Business Men's Assurance Company of America ("BMA" or the "Company"), BMA Tower, 700 Karnes Blvd., Kansas City, Missouri, 64108 was incorporated in 1909 under the laws of the state of Missouri. BMA is licensed to do business in the District of Columbia, Puerto Rico and all states except New York. BMA operates as a Reinsurer in the state of New York. BMA is a wholly owned subsidiary of Assicurazioni Generali S.p.A., which is the largest insurance organization in Italy. YEAR 2000 Some of BMA's computer systems were written using two digits rather than four to define the applicable year. As a result, those computer systems will not recognize the year 2000 which, if not corrected, could cause disruptions of operations, including, among other things, an inability to process transactions or engage in similar normal business activities. BMA has developed a plan to modify its information technology to be ready for the year 2000 and has begun converting critical data processing systems. BMA currently expects the project to be substantially complete by late 1998 which is prior to any anticipated impact on its operating systems. Based on this plan, BMA does not believe that the costs to complete such system modifications or replacement will be material to BMA. THE SEPARATE ACCOUNT We have established a separate account, BMA Variable Life Account A (Separate Account), to hold the assets that underlie the Policies. The assets of the Separate Account are being held in Our name on behalf of the Separate Account and legally belong to Us. However, those assets that underlie the Policies, are not chargeable with liabilities arising out of any other business We may conduct. All the income, gains and losses (realized and unrealized) resulting from those assets are credited to or charged against the Policies and not against any other Policies We may issue. DISTRIBUTORS Jones & Babson, Inc., 700 Karnes Boulevard, Kansas City, Missouri 64108 and Conseco Equity Sales, Inc., 11815 N. Pennsylvania Street, Carmel, Indiana 46032 act as the co-distributors of the Policies. Jones & Babson, Inc. and Conseco Equity Sales, Inc. will each distribute the Policy in different markets through their own distribution systems. Jones & Babson, Inc. was organized under the laws of the state of Missouri on February 23, 1959. Conseco Equity Sales, Inc. was organized under the laws of the state of Texas on July 12, 1965. Jones & Babson, Inc., and Conseco Equity Sales, Inc. are both members of the National Association of Securities Dealers, Inc. Jones & Babson, Inc. is a wholly owned subsidiary of BMA. Conseco Equity Sales, Inc. is not affiliated with BMA. The Policy will be sold by individuals who, in addition to being licensed as life insurance agents for BMA, are also National Association of Securities Dealers (NASD) registered representatives. These persons will receive compensation for this sale. BMA has entered into a reinsurance arrangement with Great American Reserve Insurance Company ("Great American Reserve") whereby Great American Reserve will reinsure a portion of the risks associated with the Policy. Conseco Equity Sales, Inc. is an affiliate of Great American Reserve. ADMINISTRATION We have hired NAVISYS (formerly GENELCO, Incorporated), 9735 Landmark Parkway Drive, St. Louis, Missouri to perform certain administrative services regarding the Policies. The administrative services include issuance of the Policy and maintenance of Policy records. Claims are handled jointly between BMA and NAVISYS. SUSPENSION OF PAYMENTS OR TRANSFERS We may be required to suspend or postpone any payments or transfers for any period when: 1. the New York Stock Exchange is closed (other than customary weekend and holiday closings); 2. trading on the New York Stock Exchange is restricted; 3. an emergency exists as a result of which disposal of shares of the Investment Options is not reasonably practicable or BMA cannot reasonably value the shares of the Investment Options; 4. during any other period when the Securities and Exchange Commission, by order, so permits for the protection of owners. We may defer the portion of any transfer, amount payable or surrender, or Policy Loan from the Fixed Account for not more than six months OWNERSHIP OWNER. You, as the Owner of the Policy, have all of the rights under the Policy. If You die while the Policy is still in force and the Primary Insured is living, ownership passes to a successor Owner or if none, then Your estate becomes the Owner. JOINT OWNER. The Policy can be owned by Joint Owners. Authorization of both Joint Owners is required for all Policy changes except for telephone transfers. BENEFICIARY. The Beneficiary is the person(s) or entity You name to receive any Death Proceeds. The Beneficiary is named at the time the Policy is issued unless changed at a later date. Unless an irrevocable Beneficiary has been named, You can change the Beneficiary at any time before the insured dies. If there is an irrevocable Beneficiary, all Policy changes except Premium allocations and transfers require the consent of the Beneficiary. ASSIGNMENT. You can assign the Policy. PART II EXECUTIVE OFFICERS AND DIRECTORS OF BMA The directors and executive officers of BMA and their business experience for the past five years are as follows: Name and Principal Positions and Offices with Depositor and Business Address * Business Experience for the Past Five Years - ------------------ ------------------------------------------- Giorgio Balzer Director, Chairman of the Board and Chief Executive Officer of BMA; U.S. Representative - Generali - US Branch. Robert Thomas Rakich Director, President and Chief Operating Officer of BMA from 1995 to present; President and Chief Executive Officer, Laurentian Capital Corp., 1988 to October, 1995. Dennis Keith Cisler Senior Vice President - Information Systems of BMA from 1991 - present. David Lee Higley Senior Vice President and Chief Financial Officer of BMA from 1989 - present. Stephen Stanley Soden Senior Vice President - Financial Group from 1994 to present; President & Executive Vice President from 1985 to 1996, BMA Financial Services, Inc. Michael Kent Deardorff Vice President - BMA Financial Group Marketing from 1996 - present; Vice President Annuity from 1994 to 1996; Vice President - Advance Markets from 1990 to 1994. James Evan Kilmer Vice President of BMA - Taxes. Edward Scott Ritter Senior Vice President - Corporate Development of BMA from 1998 to present; Vice President from 1990 to 1998. David Allen Gates Vice President and General Counsel of BMA from 1998 to present; Regulatory Affairs Vice President from 1991 to 1998. Martin Jefferson Fuller Senior Vice President - Insurance Distribution of BMA from 1996 to present; Vice President- Sales Employee Benefits Division from 1993 to 1996. Robert Noel Sawyer Senior Vice President and Chief Investment Officer of BMA from 1990 to present. Vernon Wirt Voorhees II Director, Senior Vice President - Corporate Services and Secretary of BMA since 1995; Senior Vice President - Corporate Services and Secretary 1990 to present; Senior Vice President - Finance 1983-1990. Margaret Mary Heidkamp Vice President - Operations, Variable and Accumulation Products of BMA from 1998 to present; Vice President, Management Services from 1986 to 1998. Jay Brian Kinnamon Vice President and Corporate Actuary of BMA from 1991 to present. Susan Annette Sweeney Vice President - Treasurer & Controller of BMA from 1995 to present; Chief Financial Officer - Dean Machinery 1995; Manager of Finance - Jackson County, Missouri from 1991 to 1995. Gerald Wayne Selig Vice President and Actuary - Accumulation Products of BMA from 1998 to present; Actuary- Accumulation Products from 1996 to 1998; Actuary - Qualified Plan Services from 1989 to 1996. Thomas Morton Bloch Director of BMA since 1993; Teacher, St. Francis Xavier School from August 1995 to present; President and Chief Executive Officer -H & R Block, Inc. until 1995. Gianguido Castagno Director of BMA since 1990; Vice President- Head of Valuations Department-Assicurazioni Generali, S.p.A., Trieste, Italy; Vice President-Head of Corporate Operations Control Department to December 1997 - Assicurazioni Generali. William Thomas Grant II Director of BMA since 1990; President and Chief Executive Officer, Chairman of the Board -Labone, from 1997 to present; Chairman and Chief Executive Officer Seafield Capital Corporation from 1993 to 1997. Donald Joyce Hall, Jr. Director of BMA since 1990; Hallmark Vice President-Creative - Hallmark Cards, Inc.; Hallmark Vice President - Product Development -Hallmark; Hallmark Vice President - Creative -Hallmark; General Manager - Keepsakes - Hallmark; Executive Assistant to Executive Vice President-Hallmark; Director, Specialty Store Development-Hallmark. Allan Drue Jennings Director of BMA since 1990; Chairman of the Board, President and Chief Executive Officer - Kansas City Power & Light Company. David Woods Kemper Director of BMA since 1991; Chairman of the Board, President and Chief Executive officer - Commerce Bancshares, Inc. Giorgio Liveris Director of BMA since 1990; Head of Life Branch-Assicurazioni Generali, S.p.A., Trieste, Italy. John Kessander Lundberg Director of BMA since 1990; Retired. John Pierre Mascotte Director of BMA since 1990; President and Chief Executive Officer - Blue Cross Blue Shield of Kansas City, Chairman -Johnson & Higgins of Missouri, Inc.; Chairman and Chief Executive Officer - The Continental Corporation. Giovanni Perissinotto Director of BMA since 1990; Manager of the Accounting and Investment Department - Assicurazioni Generali, S.p.A., Trieste, Italy; General Manager - Assicurazioni Generali - 1997; Deputy General Manager, Assicurazioni Generali - 1996; Manager of the Accounting and Investment Department - Assicurazioni Generali - 1995; Joint Manager of the Accounting and Investment Department - Assicurazioni Generali - 1993. * Principal Business Address is BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306 OFFICERS AND DIRECTORS OF JONES & BABSON, INC. As of July 31, 1998, the following are the officers and directors of Jones & Babson, Inc. and their position with Jones & Babson, Inc. Name and Principal Business Address * Position with Jones & Babson, Inc. - ------------------ ------------------------------------------- Larry D. Armel President, Director and Chief Executive Officer P. Bradley Adams Vice President, Chief Financial Officer and Treasurer Michael A. Brummel Vice President, Assistant Secretary and Assistant Treasurer Martin A. Cramer Vice President and Secretary John G. Dyer Assistant Secretary and Legal Counsel Constance B. Martin Assistant Vice President Roy M. Moura Vice President Stephen S. Soden Chairman of the Board and Director Giorgio Balzer Director Robert T. Rakich Director Edward S. Ritter Director Robert N. Sawyer Director Vernon W. Voorhees II Director *Principal business address is 700 Karnes Boulevard, Kansas City, Missouri 64108-3306. OFFICERS AND DIRECTORS OF CONSECO EQUITY SALES, INC. As of July 31, 1998, the following are the officers and directors of Conseco Equity Sales, Inc. and their position with Conseco Equity Sales, Inc. Name and Principal Business Address * Position with Conseco Equity Sales, Inc. - ------------------ ------------------------------------------- L. Gregory Gloeckner President and Director William P. Latimer Vice President, Senior Counsel, Secretary and Director James S. Adams Senior Vice President, Treasurer and Director William T. Devanney, Jr. Senior Vice President, Corporate Taxes Christene H. Darnell Vice President, Management Reporting Lisa M. Zimmerman Assistant Vice President, Corporate Taxes Christine E. Monical Second Vice President and Assistant General Counsel *Principal Business Address is 11815 N. Pennsylvania Street, Carmel, Indiana 46032. VOTING In accordance with Our view of present applicable law, We will vote the shares of the Investment Options at special meetings of shareholders in accordance with instructions received from Owners having a voting interest. We will vote shares for which We have not received instructions in the same proportion as We vote shares for which We have received instructions. We will vote shares We own in the same proportion as We vote shares for which We have received instructions. The funds do not hold regular meetings of shareholders. If the Investment Company Act of 1940 or any regulation thereunder should be amended or if the present interpretation thereof should change, and as a result We determine that it is permitted to vote the shares of the funds in Our own right, We may elect to do so. The voting interests of the Owner in the funds will be determined as follows: Owners may cast one vote for each $100 of Accumulation Value of a Policy which is allocated to an Investment Option on the record date. Fractional votes are counted. The number of shares which a person has a right to vote will be determined as of the date to be chosen by Us not more than sixty (60) days prior to the meeting of the fund. Voting instructions will be solicited by written communication at least fourteen (14) days prior to such meeting. Each Owner having such a voting interest will receive periodic reports relating to the Investment Options in which he or she has an interest, proxy material and a form with which to give such voting instructions. DISREGARD OF VOTING INSTRUCTIONS. We may, when required to do so by state insurance authorities, vote shares of the funds without regard to instructions from Owners if such instructions would require the shares to be voted to cause an Investment Option to make, or refrain from making, investments which would result in changes in the sub-classification or investment objectives of the Investment Option. We may also disapprove changes in the investment policy initiated by Owners or trustees of the funds, if such disapproval is reasonable and is based on a good faith determination by Us that the change would violate state or federal law or the change would not be consistent with the investment objectives of the Investment Options or which varies from the general quality and nature of investments and investment techniques used by other funds with similar investment objectives underlying other variable contracts offered by Us or of an affiliated company. In the event We do disregard voting instructions, a summary of this action and the reasons for such action will be included in the next semi-annual report to Owners. LEGAL OPINIONS Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice on certain matters relating to the Federal securities and income tax laws in connection with the Policies. REDUCTION OR ELIMINATION OF SURRENDER CHARGE The amount of the Surrender Charge on the Policies may be reduced or eliminated when sales of the Policies are made to individuals or to a group of individuals in a manner that results in savings of sales expenses. The entitlement to a reduction of the Surrender Charge will be determined by Us after examination of all the relevant factors such as: 1. The size and type of group to which sales are to be made will be considered. Generally, the sales expenses for a larger group are less than for a smaller group because of the ability to implement large numbers of Policies with fewer sales contacts. 2. The total amount of Premiums to be received will be considered. Per Policy sales expenses are likely to be less on larger Premium payments than on smaller ones. 3. Any prior or existing relationship with Us will be considered. Per Policy sales expenses are likely to be less when there is a prior existing relationship because of the likelihood of implementing the Policy with fewer sales contacts. 4. There may be other circumstances, of which We are not presently aware, which could result in reduced sales expenses. If, after consideration of the foregoing factors, We determine that there will be a reduction in sales expenses, We may provide for a reduction or elimination of the Surrender Charge. The Surrender Charge may be eliminated when the Policies are issued to an officer, director or employee of BMA or any of Our affiliates. In no event will any reduction or elimination of the Surrender Charge be permitted where the reduction or elimination will be unfairly discriminatory to any person. NET AMOUNT AT RISK LEVEL DEATH BENEFIT. For the Level Death Benefit Option, the Net Amount at Risk is the greater of: 1. the Specified Amount divided by 1.0032737 less the Accumulation Value; and 2. the Accumulation Value times the applicable Minimum Death Benefit Corridor Percentage (shown in Part 2 Section 5 Death Benefit) divided by 1.0032737, less the Accumulation Value. ADJUSTABLE DEATH BENEFIT OPTION. For the Adjustable Death Benefit Option, the Net Amount at Risk is the greater of: 1. the Specified Amount plus the Accumulation Value divided by 1.0032737, less the Accumulation Value, and 2. the Accumulation Value times the applicable Minimum Death Benefit Corridor Percentage divided by 1.0032737, less the Accumulation Value. MATURITY DATE The Policy provides that We will pay the Accumulation Value of the Policy, less Indebtedness, to You on the Maturity Date if the Primary Insured is then living. Unless an extension is requested, the Maturity Date will be the Policy Anniversary Date nearest the Primary Insured's 100th birthday. At any time within the twelve calendar months prior to the Maturity Date, You may request that the Maturity Date be extended through the Extension of Maturity Date Rider. If We received Your written request prior to the Maturity Date and all past due Monthly Deductions have been paid, the Policy will continue in force beyond the Maturity Date until the earlier of the death of the Primary Insured or the date that We receive Your request to surrender the Policy. No rider will be extended past the original Policy Maturity Date. Once the Maturity Date extension is in place, the Death Benefit will be the Accumulation Value, less any Indebtedness. The Monthly Deduction will no longer be deducted and no new Premiums will be accepted. Interest or loans, if any, will continue to accrue and will be added to the total Indebtedness. Loan repayments will be accepted. There is no charge for this rider. MISSTATEMENT OF AGE OR SEX The age of the Primary Insured is the Age nearest the Primary Insured's birthday on the Policy Date or Policy Anniversary, determined from the date of birth shown in the application. If the date of birth or sex shown on the Policy Schedule is not correct, the Death Benefit will be adjusted to that which would be purchased by the most recent cost of insurance charge at the correct date of birth and sex. OUR RIGHT TO CONTEST We cannot contest the validity of the Policy except in the case of fraud after it has been in effect during the Primary Insured's lifetime for two years from the Policy Date. If the Policy is reinstated, the two-year period is measured from the date of reinstatement. In addition, if the Primary Insured commits suicide in the two-year period, or such period as specified in state law, the benefit payable will be limited to Premiums paid less loans and less any surrenders. PAYMENT OPTIONS The Death Proceeds may be paid in a lump sum or may be applied to one of the following Payment Options: Option 1- Life Annuity Option 2- Life Annuity with 120 or 240 Monthly Annuity Payments Guaranteed Option 3- Joint and Last Survivor Annuity Option 4- Joint and Last Survivor Annuity with 120 or 240 Monthly Annuity Payments Guaranteed. You or the Beneficiary can select to have the Payment Options payable on either a fixed or variable basis. FEDERAL TAX STATUS NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON BMA'S UNDERSTANDING OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO LIFE INSURANCE IN GENERAL. BMA CANNOT PREDICT THE PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE. PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING THE POSSIBILITY OF SUCH CHANGES. SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"), DEFINES THE TERM "LIFE INSURANCE CONTRACT" FOR PURPOSES OF THE CODE. BMA BELIEVES THAT THE POLICIES TO BE ISSUED WILL QUALIFY AS "LIFE INSURANCE CONTRACTS" UNDER SECTION 7702. BMA DOES NOT GUARANTEE THE TAX STATUS OF THE POLICIES. PURCHASERS BEAR THE COMPLETE RISK THAT THE POLICIES MAY NOT BE TREATED AS "LIFE INSURANCE" UNDER FEDERAL INCOME TAX LAWS. PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISERS. IT SHOULD BE FURTHER UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT SPECIAL RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS. INTRODUCTION. The discussion contained herein is general in nature and is not intended as tax advice. Each person concerned should consult a competent tax adviser. No attempt is made to consider any applicable state or other tax laws. Moreover, the discussion herein is based upon Our understanding of current federal income tax laws as they are currently interpreted. No representation is made regarding the likelihood of continuation of those current federal income tax laws or of the current interpretations by the Internal Revenue Service. BMA is taxed as a life insurance company under the Code. For federal income tax purposes, the Separate Account is not a separate entity from BMA and its operations form a part of BMA. DIVERSIFICATION. Section 817(h) of the Code imposes certain diversification standards on the underlying assets of variable life insurance policies. The Code provides that a variable life insurance policy will not be treated as life insurance for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the United States Treasury Department ("Treasury Department"), adequately diversified. Disqualification of the Policy as a life insurance contract would result in imposition of federal income tax to the Owner with respect to earnings allocable to the Policy prior to the receipt of payments under the Policy. The Code contains a safe harbor provision which provides that life insurance policies such as these Policies meet the diversification requirements if, as of the close of each quarter, the underlying assets meet the diversification standards for a regulated investment company and no more than fifty-five (55%) percent of the total assets consist of cash, cash items, U.S. Government securities and securities of other regulated investment companies. There is an exception for securities issued by the U.S. Treasury in connection with variable life insurance policies. On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg. Section 1.817-5), which established diversification requirements for the investment portfolios underlying variable contracts such as the Policies. The Regulations amplify the diversification requirements for variable contracts set forth in the Code and provide an alternative to the safe harbor provision described above. Under the Regulations, an investment portfolio will be deemed adequately diversified if: (i) no more than 55% of the value of the total assets of the portfolio is represented by any one investment; (ii) no more than 70% of the value of the total assets of the portfolio is represented by any two investments; (iii) no more than 80% of the value of the total assets of the portfolio is represented by any three investments; and (iv) no more than 90% of the value of the total assets of the portfolio is represented by any four investments. For purposes of these Regulations, all securities of the same issuer are treated as a single investment. The Code provides that, for purposes of determining whether or not the diversification standards imposed on the underlying assets of variable contracts by Section 817(h) of the Code have been met, "each United States government agency or instrumentality shall be treated as a separate issuer". BMA intends that each Investment Option underlying the Policies will be managed by the managers in such a manner as to comply with these diversification requirements. The Treasury Department has indicated that the diversification Regulations do not provide guidance regarding the circumstances in which Owner control of the investments of the Separate Account will cause the Owner to be treated as the Owner of the assets of the Separate Account, thereby resulting in the loss of favorable tax treatment for the Policy. At this time it cannot be determined whether additional guidance will be provided and what standards may be contained in such guidance. The amount of Owner control which may be exercised under the Policy is different in some respects from the situations addressed in published rulings issued by the Internal Revenue Service in which it was held that the policy Owner was not the Owner of the assets of the separate account. It is unknown whether these differences, such as the owner's ability to transfer among investment choices or the number and type of investment choices available, would cause the Owner to be considered as the Owner of the assets of the Separate Account. In the event any forthcoming guidance or ruling is considered to set forth a new position, such guidance or ruling will generally be applied only prospectively. However, if such ruling or guidance was not considered to set forth a new position, it may be applied retroactively resulting in the Owner being retroactively determined to be the Owner of the assets of the Separate Account. Due to the uncertainty in this area, BMA reserves the right to modify the Policy in an attempt to maintain favorable tax treatment. TAX TREATMENT OF THE POLICY. The Policy has been designed to comply with the definition of life insurance contained in Section 7702 of the Code. Although some interim guidance has been provided and proposed regulations have been issued, final regulations have not been adopted. Section 7702 of the Code requires the use of reasonable mortality and other expense charges. In establishing these charges, BMA has relied on the interim guidance provided in IRS Notice 88-128 and proposed regulations issued on July 5, 1991. Currently, there is even less guidance as to a Policy issued on a substandard risk basis and thus it is even less clear whether a Policy issued on such basis would meet the requirements of Section 7702 of the Code. While BMA has attempted to comply with Section 7702, the law in this area is very complex and unclear. There is a risk, therefore, that the Internal Revenue Service will not concur with BMA's interpretations of Section 7702 that were made in determining such compliance. In the event the Policy is determined not to so comply, it would not qualify for the favorable tax treatment usually accorded life insurance policies. Owners should consult their tax advisers with respect to the tax consequences of purchasing the Policy. POLICY PROCEEDS. The tax treatment accorded to loan proceeds and/or surrender payments from the Policies will depend on whether the Policy is considered to be a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, the Company believes that the Policy should receive the same federal income tax treatment as any other type of life insurance. As such, the death benefit thereunder is excludable from the gross income of the Beneficiary under Section 101(a) of the Code. Also, the Owner is not deemed to be in constructive receipt of the Cash Surrender Value, including increments thereon, under a Policy until there is a distribution of such amounts. Federal, state and local estate, inheritance and other tax consequences of ownership, or receipt of Policy proceeds, depend on the circumstances of each Owner or Beneficiary. TAX TREATMENT OF LOANS AND SURRENDERS. Section 7702A of the Code sets forth the rules for determining when a life insurance policy will be deemed to be a MEC. A MEC is a contract which is entered into or materially changed on or after June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay test when the cumulative amount paid under the Policy at any time during the first 7 Policy Years exceeds the sum of the net level premiums which would have been paid on or before such time if the Policy provided for paid-up future benefits after the payment of seven (7) level annual premiums. A material change would include any increase in the future benefits or addition of qualified additional benefits provided under a policy unless the increase is attributable to: (1) the payment of premiums necessary to fund the lowest death benefit and qualified additional benefits payable in the first seven policy years; or (2) the crediting of interest or other earnings (including policyholder dividends) with respect to such premiums. Furthermore, any Policy received in exchange for a Policy classified as a MEC will be treated as a MEC regardless of whether it meets the 7-pay test. However, an exchange under Section 1035 of the Code of a life insurance policy entered into before June 21, 1988 for the Policy will not cause the Policy to be treated as a MEC if no additional premiums are paid. Due to the flexible premium nature of the Policy, the determination of whether it qualifies for treatment as a MEC depends on the individual circumstances of each Policy. If the Policy is classified as a MEC, then surrenders and/or loan proceeds are taxable to the extent of income in the Policy. Such distributions are deemed to be on a last-in, first-out basis, which means the taxable income is distributed first. Loan proceeds and/or surrender payments may also be subject to an additional 10% federal income tax penalty applied to the income portion of such distribution. The penalty shall not apply, however, to any distributions: (1) made on or after the date on which the taxpayer reaches age 59 1/2; (2) which is attributable to the taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the Code); or (3) which is part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the taxpayer or the joint lives (or joint life expectancies) of such taxpayer and his beneficiary. If a Policy is not classified as a MEC, then any surrenders shall be treated first as a recovery of the investment in the Policy which would not be received as taxable income. However, if a distribution is the result of a reduction in benefits under the Policy within the first fifteen years after the Policy is issued in order to comply with Section 7702, such distribution will, under rules set forth in Section 7702, be taxed as ordinary income to the extent of income in the Policy. Any loans from a Policy which is not classified as a MEC, will be treated as indebtedness of the Owner and not a distribution. Upon complete surrender, if the amount received plus loan indebtedness exceeds the total premiums paid that are not treated as previously surrendered by the Policy Owner, the excess generally will be treated as ordinary income. Personal interest payable on a loan under a Policy owned by an individual is generally not deductible. Furthermore, no deduction will be allowed for interest on loans under Policies covering the life of any employee or officer of the taxpayer or any person financially interested in the business carried on by the taxpayer to the extent the indebtedness for such employee, officer or financially interested person exceeds $50,000. The deductibility of interest payable on Policy loans may be subject to further rules and limitations under Sections 163 and 264 of the Code. Policy Owners should seek competent tax advice on the tax consequences of taking loans, distributions, exchanging or surrendering any Policy. MULTIPLE POLICIES. The Code further provides that multiple MEC that are issued within a calendar year period to the same Owner by one company or its affiliates are treated as one MEC for purposes of determining the taxable portion of any loans or distributions. Such treatment may result in adverse tax consequences including more rapid taxation of the loans or distributed amounts from such combination of contracts. Policy Owners should consult a tax adviser prior to purchasing more than one MEC in any calendar year period. TAX TREATMENT OF ASSIGNMENTS. An assignment of a Policy or the change of ownership of a Policy may be a taxable event. Policy Owners should therefore consult competent tax advisers should they wish to assign or change the Owner of their Policies. QUALIFIED PLANS. The Policies may be used in conjunction with certain Qualified Plans. Because the rules governing such use are complex, a purchaser should not do so until he has consulted a competent Qualified Plans consultant. INCOME TAX WITHHOLDING. All distributions or the portion thereof which is includible in gross income of the Policy Owner are subject to federal income tax withholding. However, the Policy Owner in most cases may elect not to have taxes withheld. The Policy Owner may be required to pay penalties under the estimated tax rules, if the Policy Owner's withholding and estimated tax payments are insufficient. REPORTS TO OWNERS We will at a minimum send to each Owner semi-annual and annual reports of the Investment Options. Within 30 days after each Policy Anniversary, an annual statement will be sent to each Owner. We may elect to send these more often. The statement will show the current amount of Death Benefit payable under the Policy, the current Accumulation Value, the current Cash Surrender Value, current Loans and will show all transactions previously confirmed. The statement will also show Premiums paid and all charges deducted during the Policy Year. Confirmations will be mailed to Policy Owners within seven days of the transaction of: (a) the receipt of Premium; (b)any transfer between Investment Options; (c)any loan, interest repayment, or loan repayment; (d)any surrender; (e) exercise of the free look privilege; and (f) payment of the Death Benefit under the Policy. Upon request a Policy Owner shall be entitled to a receipt of Premium payment. LEGAL PROCEEDINGS There are no legal proceedings to which the Separate Account or the Distributor is a party or to which the assets of the Separate Account are subject. We are not involved in any litigation that is of material importance in relation to its total assets or that relates to the Separate Account. EXPERTS The consolidated financial statements of Business Men's Assurance Company of America at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, have been audited by Ernst & Young LLP, 1200 Main Street, Kansas City, Missouri 64106, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. FINANCIAL STATEMENTS There are no financial statements for the Separate Account because as of the date of this prospectus it has not yet commenced operations. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Balance Sheets JUNE 30, 1998 DECEMBER 31, 1997 (UNAUDITED) --------------------------------------- (In Thousands) ASSETS Investments: Securities available-for-sale, at fair value: Fixed maturities (amortized cost - $1,200,870 in 1998 and $1,308,458 in 1997) $1,219,618 $1,326,018 Equity securities (cost - $53,381 in 1998 and $46,807 in 1997) 61,438 57,806 Mortgage loans on real estate, net of allowance for losses of $9,185 in 1998 and $8,435 in 1997 834,253 842,149 Policy loans 61,139 62,207 Short-term investments 63,105 47,507 Other 4,007 3,424 -------------------------------------- Total investments 2,243,560 2,339,111 Cash 9,646 - Accrued investment income 17,863 18,520 Premium and other receivables 11,852 10,606 Deferred policy acquisition costs 121,145 125,065 Property, equipment and software 16,527 16,753 Reinsurance recoverables: Paid benefits 8,372 6,588 Benefits and claim reserves ceded 76,798 72,000 Other assets 15,685 16,216 Assets held in separate accounts 206,875 76,964 -------------------------------------- Total assets $2,728,323 $2,681,823 ====================================== See accompanying notes to unaudited financial statements. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Balance Sheets JUNE 30, 1998 DECEMBER 31, 1997 (UNAUDITED) --------------------------------------- (In Thousands) LIABILITIES AND STOCKHOLDER'S EQUITY Future policy benefits: Life and annuity $1,244,302 $1,259,319 Health 88,909 87,883 Contract account balances 626,768 699,244 Policy and contract claims 62,653 58,381 Unearned revenues 13,311 11,284 Other policyholder funds 15,111 14,286 Outstanding checks in excess of bank balances - 2,669 Current income taxes payable 3,291 2,158 Deferred income taxes 14,539 12,244 Payable to affiliate 505 799 Other liabilities 48,601 72,858 Liabilities related to separate accounts 206,875 76,964 --------------------------------------- Total liabilities 2,324,865 2,298,089 Commitments and contingencies -- - Stockholder's equity: Preferred stock of $1 par value; authorized 3,000,000 shares, none issued and outstanding -- - Common stock of $1 par value; authorized 24,000,000 shares, 12,000,000 shares issued and outstanding 12,000 12,000 Paid-in capital 40,106 40,106 Net unrealized gains on securities 13,237 14,364 Retained earnings 338,115 317,264 --------------------------------------- Total stockholder's equity 403,458 383,734 --------------------------------------- Total liabilities and stockholder's equity $2,728,323 $2,681,823 ======================================= See accompanying notes to unaudited financial statements. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Operations (Unaudited) SIX MONTHS ENDED JUNE 30 1998 1997 ----------------------------------- (In Thousands) Revenues: Premiums: Life and annuity $81,754 $75,405 Health 16,207 24,935 Other insurance considerations 19,525 19,064 Net investment income 89,960 82,754 Realized gains, net 9,233 3,661 Other income 22,370 16,669 ----------------------------------- Total revenues 239,049 222,488 Benefits and expenses: Life and annuity benefits 76,081 62,277 Health benefits 8,572 17,071 Increase in policy liabilities including interest credited to account balances 46,780 49,828 Real estate expense, net - 819 Commissions 26,807 26,674 (Increase) decrease in deferred policy acquisition costs 3,457 (1,814) Taxes, licenses and fees 2,061 2,593 Other operating costs and expenses 44,500 41,949 ----------------------------------- Total benefits and expenses 208,258 199,397 ----------------------------------- Earnings before taxes on income 30,791 23,091 Income tax expense 9,940 8,303 ----------------------------------- Net earnings $ 20,851 $ 14,788 =================================== See accompanying notes to unaudited financial statements. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Stockholder's Equity (Unaudited) SIX MONTHS ENDED JUNE 30 1998 1997 ----------------------------------- (In Thousands) Common stock: Balance at beginning and end of year $ 12,000 $ 12,000 Paid-in capital: Balance at beginning of year 40,106 40,106 Net unrealized gains on securities: Balance at beginning of year: 14,364 3,686 Change in net unrealized gains (1,127) (1,522) ----------------------------------- Balance at end of period 13,237 2,164 Retained earnings: Balance at beginning of year: 317,264 281,075 Net earnings 20,851 14,788 Dividends declared - - ----------------------------------- Balance at end of period 338,115 295,863 ----------------------------------- Total stockholder's equity $ 403,458 $ 350,133 =================================== See accompanying notes to unaudited financial statements. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Cash Flows (Unaudited) SIX MONTHS ENDED JUNE 30 1998 1997 ---------------------------------- (In Thousands) OPERATING ACTIVITIES Net earnings $ 20,851 $ 14,788 Adjustments to reconcile net earnings to net cash provided by operating activities: Deferred income tax 2,870 4,301 Realized gains, net (9,233) (3,661) Premium amortization (discount accretion), net (560) (514) Policy loans lapsed in lieu of surrender benefits 1,826 2,352 Depreciation 1,404 1,850 Amortization 391 391 Changes in assets and liabilities: (Increase) decrease in accrued investment income 657 (818) Increase in receivables and reinsurance recoverables (8,122) (5,912) Policy acquisition costs deferred (11,508) (14,625) Deferred policy acquisition costs amortized 14,964 12,811 (Increase) decrease in income taxes recoverable 1,110 (2,510) Increase in accrued policy benefits, claim reserves, unearned revenues and policyholder funds 20,870 13,808 Interest credited to policyholder accounts 38,494 38,338 Increase in outstanding checks in excess of bank balances (2,669) (2,922) (Increase) decrease in other assets and other (3,532) 634 liabilities, net Other, net (1,679) (806) ---------------------------------- Net cash provided by operating activities 66,134 57,505 INVESTING ACTIVITIES Purchases of investments: Securities available-for-sale Fixed Maturities (257,275) (259,428) Equity (20,416) (11,332) Mortgage and policy loans (129,592) (127,648) Sales, calls or maturities of investments: Maturities and calls of securities available-for-sale: Fixed Maturities 143,873 88,020 Sales of securities available-for-sale: Fixed Maturities 227,053 108,208 Equity 16,967 7,514 Mortgage and policy loans 137,924 49,999 Real estate - 1,544 Purchase of property, equipment and software (560) (858) Net (increase) decrease in short-term investments (15,598) 7,348 Distributions from unconsolidated related parties 653 983 ---------------------------------- Net cash provided (used) in investing activities 103,029 (135,650) Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Cash Flows (continued) (Unaudited) SIX MONTHS ENDED JUNE 30 1998 1997 ------------------------------- (In Thousands) FINANCING ACTIVITIES Net proceeds (disbursements) of interest sensitive and investment type contracts $ (138,654) $ 78,145 Net proceeds from reverse repurchase borrowing 20,031 Retirement of reverse repurchase borrowing (20,863) (20,031) ------------------------------- Net cash provided (used) by financing activities (159,517) 78,145 ------------------------------- Net increase in cash 9,646 - Cash at beginning of year - - ------------------------------- Cash at end of period $ 9,646 $ - =============================== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION For purposes of the statements of cash flows, Business Men's Assurance Company of America considers only cash on hand and demand deposits to be cash. Cash paid (received) during the year for: Income taxes $ 4,352 $ 5,579 Interest paid on reverse repurchase borrowing 299 370 ------------------------------- $ 4,651 $ 5,949 =============================== See accompanying notes to unaudited financial statements. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Notes to Unaudited Consolidated Financial Statements June 30, 1998 1. These Financial Statements are unaudited but, in management's opinion, include all adjustments necessary for a fair presentation of the results. 2. These interim financial statements should be read in conjunction with the Company's financial statements for the year ended December 31, 1997. The results of operations for any interim period are not necessarily indicative of the Company's operating results for a full year. 3. Certain amounts from the prior period's financial statements have been reclassified to conform with the current period's presentation. 4. In 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components. Comprehensive income includes all changes in equity during a period except those due to owner investments and distributions. It includes unrealized gains and losses on available-for-sale securities. This standard does not change the display or components of net income; rather, comprehensive income is displayed as a separate statement in the Consolidated Statement of Comprehensive Income and as a component in the Consolidated Balance Sheet, and the Consolidated Statement of Stockholders' Equity. Total comprehensive income amounted to $19,724,000 during the first six months of 1998 and $13,266,000 during the first six months of 1997. CONSOLIDATED FINANCIAL STATEMENTS BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA (A MEMBER OF THE GENERALI GROUP OF COMPANIES) YEARS ENDED DECEMBER 31, 1997 AND 1996 WITH REPORT OF INDEPENDENT AUDITORS Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Financial Statements Years ended December 31, 1997 and 1996 CONTENTS Report of Independent Auditors................................................1 Audited Consolidated Financial Statements Consolidated Balance Sheets...................................................2 Consolidated Statements of Operations.........................................4 Consolidated Statements of Stockholder's Equity...............................5 Consolidated Statements of Cash Flows.........................................6 Notes to Consolidated Financial Statements....................................8 Report of Independent Auditors The Board of Directors Business Men's Assurance Company of America We have audited the accompanying consolidated balance sheets of Business Men's Assurance Company of America (an ultimate subsidiary of Assicurazioni Generali, S.p.A.) (the Company) as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholder's equity and cash flows for each of the three years in the period ended December 31, 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Business Men's Assurance Company of America at December 31, 1997 and 1996, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ERNST & YOUNG LLP [GRAPHIC OMITTED] Kansas City, Missouri February 6, 1998 Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Balance Sheets DECEMBER 31 1997 1996 ------------------------------------ (In Thousands) ASSETS Investments (Notes 1 and 3): Securities available-for-sale, at fair value: Fixed maturities (amortized cost - $1,308,458 in 1997 and $1,286,888 in 1996) $1,326,018 $1,288,934 Equity securities (cost - $46,807 in 1997 and $28,644 in 1996) 57,806 32,350 Mortgage loans on real estate, net of allowance for losses of $8,435 in 1997 and $6,879 in 1996 842,149 704,356 Real estate (Note 1) - 5,498 Policy loans 62,207 65,225 Short-term investments 47,507 39,991 Other 3,424 3,830 ------------------------------------ Total investments 2,339,111 2,140,184 Accrued investment income 18,520 18,539 Premium and other receivables 10,606 11,817 Deferred policy acquisition costs 125,065 131,025 Property, equipment and software (Note 6) 16,753 18,890 Reinsurance recoverables: Paid benefits 6,588 3,948 Benefits and claim reserves ceded 72,000 58,177 Other assets (Note 1) 16,216 16,923 Assets held in separate accounts (Note 1) 76,964 - ------------------------------------ Total assets $2,681,823 $2,399,503 ==================================== DECEMBER 31 1997 1996 ------------------------------------ (In Thousands) LIABILITIES AND STOCKHOLDER'S EQUITY Future policy benefits: Life and annuity (Note 10) $1,259,319 $1,192,497 Health 87,883 75,914 Contract account balances 699,244 636,656 Policy and contract claims 58,381 58,617 Unearned revenues 11,284 13,813 Other policyholder funds 14,286 15,429 Outstanding checks in excess of bank balances 2,669 4,673 Current income taxes payable (Note 7) 2,158 4,345 Deferred income taxes (Note 7) 12,244 14,912 Payable to affiliate (Note 10) 799 972 Other liabilities 72,858 44,808 Liabilities related to separate accounts (Note 1) 76,964 - ------------------------------------ Total liabilities 2,298,089 2,062,636 Commitments and contingencies (Note 5) Stockholder's equity (Notes 2 and 11): Preferred stock of $1 par value; authorized 3,000,000 shares, none issued and outstanding - - Common stock of $1 par value; authorized 24,000,000 shares, 12,000,000 shares issued and outstanding 12,000 12,000 Paid-in capital 40,106 40,106 Net unrealized gains (losses) on securities 14,364 3,686 Retained earnings 317,264 281,075 ------------------------------------ Total stockholder's equity 383,734 336,867 ------------------------------------ Total liabilities and stockholder's equity $2,681,823 $2,399,503 ==================================== See accompanying notes. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Operations YEAR ENDED DECEMBER 31 1997 1996 1995 ----------------------------------------------------- (In Thousands) Revenues: Premiums: Life and annuity $154,602 $142,461 $130,360 Health 43,518 60,491 47,294 Other insurance considerations 37,928 38,780 37,183 Net investment income (Note 3) 167,346 145,629 124,605 Realized gains, net (Note 3) 5,121 5,906 4,290 Other income 35,941 26,802 23,394 --------------------------------------------------- Total revenues 444,456 420,069 367,126 Benefits and expenses: Life and annuity benefits 126,345 122,915 111,734 Health benefits 27,812 42,224 40,132 Increase in policy liabilities including interest credited to account balances 104,581 94,530 65,017 Real estate expense, net 932 551 649 Commissions 53,622 55,180 54,176 Increase in deferred policy acquisition costs (1,229) (5,459) (16,366) Taxes, licenses and fees 4,654 5,229 5,251 Other operating costs and expenses 89,018 76,647 82,604 --------------------------------------------------- Total benefits and expenses 405,735 391,817 343,197 --------------------------------------------------- Earnings from continuing operations before income tax expense 38,721 28,252 23,929 Income tax expense (Note 7) 2,532 10,168 8,503 --------------------------------------------------- Earnings from continuing operations 36,189 18,084 15,426 Discontinued operations (Note 12): Gain on sale of discontinued operations, net of income tax expense of $735 in 1996 and $3,352 in 1995 - 1,416 6,355 --------------------------------------------------- Earnings from discontinued operations - 1,416 6,355 --------------------------------------------------- Net earnings $ 36,189 $ 19,500 $ 21,781 =================================================== See accompanying notes. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Stockholder's Equity YEAR ENDED DECEMBER 31 1997 1996 1995 ----------------------------------------------------- (In Thousands) Common stock: Balance at beginning and end of year $ 12,000 $ 12,000 $ 12,000 Paid-in capital: Balance at beginning of year 40,106 25,106 25,106 Additional paid-in capital - 15,000 - ---------------------------------------------------- Balance at end of year 40,106 40,106 25,106 Net unrealized gains (losses) on securities: Balance at beginning of year 3,686 15,297 (28,865) Change in net unrealized gains (losses) 10,678 (11,611) 44,162 ---------------------------------------------------- Balance at end of year 14,364 3,686 15,297 Retained earnings: Balance at beginning of year 281,075 266,575 252,794 Net earnings 36,189 19,500 21,781 Dividends declared (Note 2) - (5,000) (8,000) ---------------------------------------------------- Balance at end of year 317,264 281,075 266,575 ---------------------------------------------------- Total stockholder's equity $383,734 $336,867 $318,978 ==================================================== See accompanying notes. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Cash Flows YEAR ENDED DECEMBER 31 1997 1996 1995 ----------------------------------------- (In Thousands) OPERATING ACTIVITIES Net earnings $ 36,189 $ 19,500 $ 21,781 Adjustments to reconcile net earnings to net cash provided by operating activities: Deferred income tax (benefit) (8,416) 4,146 7,025 Realized gains, net (5,121) (5,906) (4,290) Gain on disposal of discontinued segment - (2,151) (7,417) Discount accretion, net (975) (1,246) (1,090) Policy loans lapsed in lieu of surrender benefits 1,021 2,996 3,201 Depreciation 3,778 4,153 4,817 Amortization 782 782 782 Changes in assets and liabilities: (Increase) decrease in accrued investment income 19 (1,392) (1,719) (Increase) decrease in receivables and reinsurance recoverables (15,425) 2,761 (19,425) Policy acquisition costs deferred (28,449) (31,745) (40,510) Policy acquisition costs amortized 27,220 26,286 24,144 (Increase) decrease in income taxes recoverable (2,187) 5,518 (4,546) Increase in accrued policy benefits, claim reserves, unearned revenues and policyholder funds 30,777 32,331 4,574 Interest credited to policyholder accounts 79,312 69,494 56,358 Increase (decrease) in outstanding checks in excess of bank balances (2,004) 805 3,868 Decrease in other assets and other liabilities, net 7,269 412 1,133 Decrease in net asset of discontinued operations - - 1,335 Other, net (433) (1,208) (179) ----------------------------------------- Net cash provided by operating activities 123,357 125,536 49,842 INVESTING ACTIVITIES Purchases of investments: Securities available-for-sale: Fixed maturities (464,419) (527,172) (592,373) Equity securities (31,625) (17,586) (12,537) Mortgage and policy loans (237,990) (259,438) (159,521) Other - - (269) Sales, calls or maturities of investments: Maturities and calls of securities available-for-sale: Fixed maturities 167,000 117,057 108,472 Equity securities - - 2,031 Sales of securities available-for-sale: Fixed maturities 284,124 238,051 263,650 Equity securities 14,379 12,444 6,223 Mortgage and policy loans 98,554 66,934 41,753 Real estate 5,854 2,194 502 Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Consolidated Statements of Cash Flows (continued) YEAR ENDED DECEMBER 31 1997 1996 1995 ----------------------------------------- (In Thousands) INVESTING ACTIVITIES (CONTINUED) Purchase of property, equipment and software $ (1,949) $ (290) $ (2,659) Net (increase) decrease in short-term investments (7,516) 36,272 13,264 Proceeds from sale of discontinued operations - 632 5,426 Distributions from unconsolidated related parties 1,514 718 2 ----------------------------------------- Net cash used in investing activities (172,074) (330,184) (326,036) FINANCING ACTIVITIES Dividends paid - (5,000) (8,000) Additional paid-in capital - 15,000 - Deposits from interest sensitive and investment type contracts 323,487 381,865 401,681 Withdrawals from interest sensitive and investment type contracts (295,633) (187,217) (120,956) Net proceeds from reverse repurchase borrowing 40,925 35,173 - Retirement of reverse repurchase borrowing (20,062) (35,173) - ----------------------------------------- Net cash provided by financing activities 48,717 204,648 272,725 ----------------------------------------- Net decrease in cash - - (3,469) Cash at beginning of year - - 3,469 ========================================= Cash at end of year $ - $ -$ - ========================================= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION For purposes of the statements of cash flows, Business Men's Assurance Company of America considers only cash on hand and demand deposits to be cash Cash paid during the year for: Income taxes $ 13,135 $ 1,239 $ 9,376 ========================================= Interest paid on reverse repurchase borrowing $ 369 $ 620 $ - ========================================= SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Real estate acquired through foreclosure $ 1,236 $ 3,033 $ 5,156 ========================================= See accompanying notes. Business Men's Assurance Company of America (A Member of the Generali Group of Companies) Notes to Consolidated Financial Statements December 31, 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Business Men's Assurance Company of America (the Company) is a Missouri-domiciled life insurance company licensed to sell insurance products in 49 states and the District of Columbia. The Company offers a diversified portfolio of individual and group insurance and investment products both directly, primarily distributed through general agencies, and through reinsurance assumptions. Assicurazioni Generali S.p.A. (Generali), an Italian insurer, is the ultimate parent company. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. INVESTMENTS The Company's entire investment portfolio is designated as available-for-sale. Changes in fair values of available-for-sale securities, after adjustment of deferred policy acquisition costs (DPAC) and deferred income taxes, are reported as unrealized gains or losses directly in stockholder's equity and, accordingly, have no effect on net income. The DPAC offset to the unrealized gains or losses represents valuation adjustments or reinstatements of DPAC that would have been required as a charge or credit to operations had such unrealized amounts been realized. The amortized cost of fixed maturity investments classified as available-for-sale is adjusted for amortization of premiums and accretion of discounts. That amortization or accretion is included in net investment income. Mortgage loans and mortgage-backed securities are carried at unpaid balances adjusted for accrual of discount and allowances for other than temporary decline in value. Policy loans are carried at unpaid balances. Real estate is stated at the lower of cost or fair value. At December 31, 1997, no real estate was owned; at December 31, 1996, real estate was carried net of a valuation allowance of $2,344,000. Profit is recognized on real estate sales when down payment, 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) continuing investment and transfer of risk criteria have been satisfied. Property, equipment and software, and the home office building are generally valued at cost, including development costs, less allowances for depreciation and other than temporary decline in value. Property, equipment and software are being depreciated over the estimated useful lives of the assets, principally on a straight-line basis. Depreciation rates on these assets are set forth in Note 6. Realized gains and losses on sales of investments and declines in value considered to be other than temporary are recognized in net earnings on the specific identification basis. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. DEFERRED POLICY ACQUISITION COSTS Certain commissions, expenses of the policy issue and underwriting departments and other variable expenses have been deferred. For limited payment and other traditional life insurance policies, these deferred acquisition costs are being amortized over a period of not more than 25 years in proportion to the ratio of the expected annual premium revenue to the expected total premium revenue. Expected premium revenue was estimated with the same assumptions used for computing liabilities for future policy benefits for these policies. For universal life-type insurance and investment-type products, the deferred policy acquisition costs are amortized over a period of not more than 25 years in relation to the present value of estimated gross profits arising from estimates of mortality, interest, expense and surrender experience. The estimates of expected gross profits are evaluated regularly and are revised if actual experience or other evidence indicates that revision is appropriate. Upon revision, total amortization recorded to date is adjusted by a charge or credit to current earnings. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Deferred policy acquisition costs are evaluated to determine that the unamortized portion of such costs does not exceed recoverable amounts after considering anticipated investment income. RECOGNITION OF INSURANCE REVENUE AND RELATED EXPENSES For limited payment and other traditional life insurance policies, premium income is reported as earned when due with past-due premiums being reserved. Profits are recognized over the life of these contracts by associating benefits and expenses with insurance in force for limited payment policies and with earned premiums for other traditional life policies. This association is accomplished by a provision for liability for future policy benefits and the amortization of policy acquisition costs. Accident and health premium revenue is recognized on a pro rata basis over the terms of the policies. For universal life and investment-type policies, contract charges for mortality, surrender and expense, other than front-end expense charges, are reported as other insurance considerations revenue when charged to policyholders' accounts. Expenses consist primarily of benefit payments in excess of policyholder account values and interest credited to policyholder accounts. Profits are recognized over the life of universal life-type contracts through the amortization of policy acquisition costs and deferred front-end expense charges with estimated gross profits from mortality, interest, surrender and expense. POLICY LIABILITIES AND CONTRACT VALUES The liability for future policy benefits for limited payment and other traditional life insurance contracts has been computed primarily by a net level premium reserve method based on estimates of future investment yield, mortality and withdrawals made at the time gross premiums were calculated. Assumptions used in computing future policy benefits are as follows: interest rates range from 3.25% to 8.50%, depending on the year of issue; withdrawal rates for individual life policies issued in 1966 and after are based on Company experience, and policies issued prior to 1966 are based on industry tables; and mortality rates are based on mortality tables that consider Company experience. The liability for future policy benefits is graded to reserves stipulated by the policy over a period of 20 to 25 years or the end of the premium paying period, if less. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) For universal life and investment-type contracts, the account value before deduction of any surrender charges is held as the policy liability. An additional liability is established for deferred front-end expense charges on universal life-type policies. These expense charges are recognized in income as insurance considerations using the same assumptions as are used to amortize deferred policy acquisition costs. Claims and benefits payable for reported disability income claims have been computed as the present value of expected future benefit payments based on estimates of future investment yields and claim termination rates. The amount of benefits payable included in the future policy benefit reserves and policy and contract claims for December 31, 1997 and 1996 was $47,211,000 and $38,694,000, respectively. Interest rates used in the calculation of future investment yields vary based on the year the claim was incurred and range from 3% to 8.75%. Claim termination rates are based on industry tables. Other accident and health claims and benefits payable for reported claims and incurred but not reported claims are estimated using prior experience. The methods of calculating such estimates and establishing the related liabilities are periodically reviewed and updated. Any adjustments needed as a result of periodic reviews are reflected in current operations. FEDERAL INCOME TAXES Deferred federal income taxes have been provided in the consolidated financial statements to recognize temporary differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws (Note 7). Temporary differences are principally related to deferred policy acquisition costs, the provision for future policy benefits, accrual of discounts on investments, accelerated depreciation and unrealized investment gains and losses. SEPARATE ACCOUNTS These accounts arise from two lines of business, variable annuities and MBIA insured guaranteed investment contracts (GIC). The separate account assets are legally segregated and are not subject to the claims which may arise from any other business of the Company. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The assets and liabilities of the variable line of business are reported at fair value since the underlying investment risks are assumed by the policyowners. Investment income and gains or losses arising from the variable line of business accrue directly to the policy owners and are, therefore, not included in investment earnings in the accompanying consolidated statement of operations. Revenues to the Company from variable products consist primarily of contract maintenance charges and administration fees. Separate account assets and liabilities for the variable line of business totaled $30,000 on December 31, 1997. The assets of the MBIA GIC line of business are maintained at an amount equal to the related liabilities. These assets related to the MBIA GIC line of business include securities available-for-sale reported at fair value and mortgage loans carried at unpaid balances. Changes in fair values of available-for-sale securities, net of deferred income taxes, are reported as unrealized gains or losses directly in stockholders equity. The liabilities are reported at the original deposit amount plus accrued interest guaranteed to the contractholders. Investment income and gains or losses arising from MBIA GIC investments are included in investment earnings in the accompanying consolidated statement of operations. The guaranteed interest payable is included in the increase in policy liabilities in the accompanying consolidated statement of operations. Separate account assets and liabilities for the MBIA GIC line of business totaled $76,934,000 on December 31, 1997. INTANGIBLE ASSETS Goodwill of $12,323,000, net of accumulated amortization of $3,325,000 resulting from the acquisition of a subsidiary, is included in other assets. Goodwill is being amortized over a period of 20 years on a straight-line basis, and amortization amounted to $782,000 for each of the years ended December 31, 1997, 1996 and 1995. FAIR VALUES OF FINANCIAL INSTRUMENTS Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments, whether or not 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company: DECEMBER 31, 1997 DECEMBER 31, 1996 --------------------------------- --------------------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE --------------------------------- --------------------------------- (In Thousands) Fixed maturities (Note 3) $1,326,018 $1,326,018 $1,288,934 $1,288,934 Equity securities (Note 3) 57,806 57,806 32,350 32,350 Mortgage loans 842,149 867,552 704,356 707,915 Policy loans 62,207 57,491 65,225 60,735 Short-term investments 47,507 47,507 39,991 39,991 Reinsurance recoverables: Paid benefits 6,588 6,588 3,948 3,948 Benefits and claim reserves 72,000 72,000 58,177 58,177 Assets held in separate accounts 76,964 77,061 - - Mortgage loan commitments (Note 5) - 74,469 - 46,735 Investment-type insurance contracts (Note 4) 1,277,362 1,256,129 1,097,821 1,078,326 The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and short-term investments: The carrying amounts reported in the balance sheet for these instruments approximate their fair values. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Investment securities: Fair values for fixed maturity securities are based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, by discounting expected future cash flows using a current market rate applicable to the yield, credit quality and maturity of the investments. The fair value for equity securities is based on quoted market prices. Off-balance-sheet instruments: The fair value for outstanding loan commitments approximates the amount committed, as all loan commitments were made within the last 60 days of the year. Mortgage loans and policy loans: The fair value for mortgage loans and policy loans is estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loans with similar characteristics are aggregated for purposes of the calculations. The carrying amount of accrued interest approximates its fair value. Flexible and single premium deferred annuities: The cash surrender value of flexible and single premium deferred annuities approximates their fair value. Guaranteed investment contracts: The fair value for the Company's liabilities under guaranteed investment contracts is estimated using discounted cash flow analyses, using interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. Supplemental contracts without life contingencies: The carrying amounts of supplemental contracts without life contingencies approximate their fair values. Reinsurance recoverables: The carrying values of reinsurance recoverables approximate their fair values. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK In the normal course of business, the Company becomes a party to various financial transactions to reduce its exposure to fluctuations in interest rates. In 1997, the Company entered into interest rate swap contracts for the purpose of converting the variable interest 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) rate characteristics of certain investments to fixed rates to match those of the related insurance liabilities (guaranteed investment contracts) that the investments are supporting. The net interest effect of such swap transactions is reported as an adjustment of interest income as incurred. The notional amount of these contracts were $25,000,000 at December 31, 1997. POSTRETIREMENT BENEFITS The projected future cost of providing postretirement benefits, such as health care and life insurance, is recognized as an expense as employees render service. See Note 8 for further disclosures with respect to postretirement benefits other than pensions. IMPAIRMENT OF LOANS SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures," require that an impaired mortgage loan's fair value be measured based on the present value of future cash flows discounted at the loan's effective interest rate, at the loan's observable market price or at the fair value of the collateral if the loan is collateral dependent. If the fair value of a mortgage loan is less than the recorded investment in the loan, the difference is recorded as an allowance for mortgage loan losses. The change in the allowance for mortgage loan losses is reported with realized gains or losses on investments. Interest income on impaired loans is recognized on a cash basis. PENDING ACCOUNTING STANDARD SFAS No. 130, "Reporting Comprehensive Income," will be adopted in 1998 and will require disclosure of comprehensive income which includes the change in unrealized investment gains and losses. The comprehensive income amount is expected to be more volatile than net income. RECLASSIFICATION Certain amounts for 1996 and 1995 have been reclassified to conform to the current year presentation. 2. DIVIDEND LIMITATIONS Missouri has legislation that requires prior reporting of all dividends to the Director of Insurance. The Company, as a regulated life insurance company, may pay a dividend from unassigned surplus without the approval of the Missouri Department of Insurance if the aggregate of all dividends paid during the preceding 12-month period does not exceed the greater of 10% of statutory stockholder's equity at the end of the preceding calendar year or the statutory net gain from operations for the preceding calendar year. A portion of the statutory equity of the Company that is available for dividends would be subject to additional federal income taxes should distribution be made from "policyholders' surplus" (see Note 7). As of December 31, 1997 and 1996, the Company's statutory stockholder's equity was $188,193,000 and $171,240,000, respectively. Statutory net gain from operations and net income for each of the three years in the period ended December 31, 1997 were as follows: YEAR ENDED DECEMBER 31 1997 1996 1995 ----------------------------------------------------- (In Thousands) Net gain from operations $18,545 $10,898 $8,309 Net income 14,540 10,381 9,418 3. INVESTMENT OPERATIONS The Company's investments in securities are summarized as follows: DECEMBER 31, 1997 --------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE --------------------------------------------------------------- (In Thousands) Fixed maturities: U.S. Treasury securities and obligations of U.S. government corporations and agencies $ 67,406 $ 1,233 $ (46) $ 68,593 Obligations of states and political subdivisions 36,053 1,472 (9) 37,516 Debt securities issued by foreign governments 3,975 121 (126) 3,970 Corporate securities 427,242 8,955 (2,004) 434,193 Mortgage-backed securities 755,467 10,153 (2,330) 763,290 Redeemable preferred stocks 18,315 206 (65) 18,456 --------------------------------------------------------------- Total 1,308,458 22,140 (4,580) 1,326,018 Equity securities 46,807 12,419 (1,420) 57,806 --------------------------------------------------------------- $1,355,265 $34,559 $(6,000) $1,383,824 =============================================================== 3. INVESTMENT OPERATIONS (CONTINUED) DECEMBER 31, 1996 --------------------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE --------------------------------------------------------------- (In Thousands) Fixed maturities: U.S. Treasury securities and obligations of U.S. government corporations and agencies $ 119,125 $ 1,571 $ (802) $ 119,894 Obligations of states and political subdivisions 40,052 773 (93) 40,732 Debt securities issued by foreign governments 4,471 166 (267) 4,370 Corporate securities 426,286 6,472 (3,786) 428,972 Mortgage-backed securities 687,455 6,031 (8,147) 685,339 Redeemable preferred stocks 9,499 157 (29) 9,627 --------------------------------------------------------------- Total 1,286,888 15,170 (13,124) 1,288,934 Equity securities 28,644 4,875 (1,169) 32,350 --------------------------------------------------------------- $1,315,532 $20,045 $(14,293) $1,321,284 =============================================================== The amortized cost and estimated fair value of fixed maturity securities at December 31, 1997, by contractual maturity, are as follows. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Maturities of mortgage-backed securities have not been set forth in the following table, as such securities are not due at a single maturity date: AMORTIZED COST FAIR VALUE ------------------------------------ (In Thousands) Due in one year or less $ 59,899 $ 59,517 Due after one year through five years 140,594 142,573 Due after five years through 10 years 266,145 271,715 Due after 10 years 86,353 88,923 ------------------------------------ 552,991 562,728 Mortgage-backed securities 755,467 763,290 ------------------------------------ Total fixed maturity securities $1,308,458 $1,326,018 ==================================== 3. INVESTMENT OPERATIONS (CONTINUED) The majority of the Company's mortgage loan portfolio is secured by real estate. The following table presents information about the location of the real estate that secures mortgage loans in the Company's portfolio: CARRYING AMOUNT AS OF DECEMBER 31, 1997 1996 ------------------------------------ (In Thousands) State: California $ 71,675 $ 68,399 Arizona 65,030 51,515 Texas 60,821 59,404 Missouri 51,839 34,400 Oklahoma 47,569 32,809 Florida 42,549 30,790 Washington 39,824 34,614 Utah 37,821 25,383 Kansas 34,267 34,069 Other 390,754 332,973 ------------------------------------ $842,149 $704,356 ==================================== The following table lists the Company's investment in impaired mortgage loans and related allowance for credit losses at December 31. The table also includes the average recorded investment in impaired loans and interest income on impaired loans: 1997 1996 1995 ------------------------------------------ (In Thousands) Impaired mortgage loans $1,069 $2,516 $5,160 Allowance for credit losses 244 691 1,651 ------------------------------------------- Net recorded investment in impaired loans $ 825 $1,825 $3,509 =========================================== Average recorded investment in impaired loans $1,325 $2,667 $2,902 =========================================== Interest income on impaired loans $ 57 $ 115 $ 403 =========================================== 3. INVESTMENT OPERATIONS (CONTINUED) Bonds, mortgage loans, preferred stocks and common stocks approximating $4,600,000 and $4,200,000 were on deposit with regulatory authorities at December 31, 1997 and 1996, respectively. Set forth below is a summary of consolidated net investment income for the years ended December 31: 1997 1996 1995 ------------------------------------------------- (In Thousands) Fixed maturities: Bonds $ 92,741 $ 86,066 $ 73,930 Redeemable preferred stocks 1,309 814 1,176 Equity securities: Common stocks 793 579 521 Nonredeemable preferred stocks 541 438 330 Mortgage loans on real estate 66,053 52,973 41,770 Policy loans 3,906 3,953 3,952 Short-term investments 2,955 3,016 4,779 Other 1,223 269 340 ------------------------------------------------- 169,521 148,108 126,798 Less: Investment income from discontinued operations - - 211 Investment expenses 2,175 2,479 1,982 ================================================= Net investment income from continuing operations $167,346 $145,629 $124,605 ================================================= 3. INVESTMENT OPERATIONS (CONTINUED) Realized gains (losses) on securities disposed of during 1997, 1996 and 1995 consisted of the following: 1997 1996 1995 -------------------------------------------------------- (In Thousands) Fixed maturity securities: Gross realized gains $10,499 $7,953 $10,246 Gross realized losses (4,690) (1,622) (4,388) Equity securities: Gross realized gains 3,204 2,001 1,789 Gross realized losses (777) - (376) Other investments (3,115) (2,426) (2,981) -------------------------------------------------------- Net realized gains $ 5,121 $5,906 $ 4,290 ======================================================== Sales of investments in securities in 1997, 1996 and 1995, excluding maturities and calls, resulted in gross realized gains of $8,362,000, $9,798,800 and $11,887,000 and gross realized losses of $1,017,000, $1,290,500 and $4,564,000 respectively. The net carrying value of nonincome-producing investments at December 31, 1996, which were nonincome producing during the year, consisted of mortgage loans of $1,293,000 and bonds of $1,200,000. There were no nonincome producing investments at December 31, 1997. 4. INVESTMENT CONTRACTS The carrying amounts and fair values of the Company's liabilities for investment-type insurance contracts (included with future policy benefits and contract account balances in the balance sheet) at December 31 are as follows: 1997 1996 -------------------------------- -------------------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE -------------------------------- -------------------------------- (In Thousands) Guaranteed investment contracts $ 660,782 $ 662,281 $ 596,499 $ 598,241 Flexible and single premium deferred annuities 539,616 516,343 501,322 480,085 Separate accounts 76,964 77,505 - - ----------------------------------------------------------------- Total investment-type insurance contracts $1,277,362 $1,256,129 $1,097,821 $1,078,326 ================================================================= 4. INVESTMENT CONTRACTS (CONTINUED) Fair values of the Company's insurance contracts other than investment contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest rate risk which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts. 5. COMMITMENTS AND CONTINGENCIES The Company leases equipment and certain office facilities from others under operating leases through 2003. Certain other equipment and facilities are rented monthly. Rental expense amounted to $2,137,000, $2,117,000 and $2,742,000 for the years ended December 31, 1997, 1996 and 1995, respectively. As of December 31, 1997, the minimum future payments under noncancelable operating leases for each of the next five years and in the aggregate subsequent to 2002 are as follows: 1998 $1,093,000 1999 945,000 2000 491,000 2001 386,000 2002 168,000 Subsequent to 2002 2,000 =================== Total $3,085,000 =================== Total outstanding commitments to fund mortgage loans were $74,496,000 and $46,735,000 at December 31, 1997 and 1996, respectively. The Company and its subsidiaries are parties to certain claims and legal actions arising during the ordinary course of business. In the opinion of management, after consulting with legal counsel, these matters will not have a materially adverse effect on the operations or financial position of the Company. 6. PROPERTY, EQUIPMENT AND SOFTWARE A summary of property, equipment and software at December 31 and their respective depreciation rates is as follows: RATE OF DEPRECIATION 1997 1996 ------------------- ------------------------------------ (In Thousands) Home office building, including land with a cost of $425,000 2% $23,158 $23,158 Other real estate not held-for-sale or rental 4% 973 1,126 Less accumulated depreciation (12,530) (11,963) ------------------------------------ 11,601 12,321 Equipment and software 5%-33% 23,937 29,010 Less accumulated depreciation (18,785) (22,441) ------------------------------------ 5,152 6,569 ------------------------------------ Total property, equipment and software $16,753 $18,890 ==================================== 7. FEDERAL INCOME TAXES The components of the provision for income taxes and the temporary differences generating deferred income taxes for the years ended December 31 are as follows: 1997 1996 1995 ----------------------------------------------- (In Thousands) Current $10,948 $ 6,757 $ 4,830 Deferred: Deferred policy acquisition costs 143 1,322 4,139 Future policy benefits 3,783 2,424 4,010 Accrual of discount 197 408 494 Tax on realized gains greater than book 571 (1,076) (1,034) Recognition of tax effect previously deferred on sale of affiliate stock in prior period (11,169) - - Employee benefit plans (2,206) 86 (148) Other, net 265 982 (436) ----------------------------------------------- (8,416) 4,146 7,025 ----------------------------------------------- Total 2,532 10,903 11,855 Less taxes from discontinued operations: Current - (149) 1,539 Deferred - 884 1,813 ----------------------------------------------- - 735 3,352 ----------------------------------------------- Total taxes from continuing operations $ 2,532 $10,168 $ 8,503 =============================================== The Company did not record any valuation allowances against deferred tax assets at December 31, 1995, 1996 or 1997. 7. FEDERAL INCOME TAXES (CONTINUED) Total taxes vary from the amounts computed by applying the federal income tax rate of 35% to earnings from continuing operations for the following reasons: 1997 1996 1995 ----------------------------------------- (In Thousands) Application of statutory rate to earnings before taxes on income $13,552 $ 9,888 $8,375 Tax-exempt municipal bond interest and dividends received deductions (361) (291) (293) Recognition of tax effect previously deferred on sale of affiliate stock in a prior period (11,169) - - Other 510 571 421 ----------------------------------------- $ 2,532 $10,168 $8,503 ========================================= The significant components comprising the Company's deferred tax assets and liabilities as of December 31, 1997 and 1996 are as follows: 1997 1996 ------------------------------------------ Deferred tax liabilities: Deferred acquisition costs $29,641 $27,426 Tax effect of sale of affiliates stock - 14,169 Unrealized investment gains and losses 7,735 1,987 Other 9,655 5,532 ------------------------------------------ Total deferred tax liability 47,031 49,114 Deferred tax assets: Reserve for future policy benefits 21,411 23,012 Accrued expenses 8,504 6,636 Other 4,872 4,554 ------------------------------------------ Total deferred tax assets 34,787 34,202 ========================================== Net deferred tax liability $12,244 $14,912 ========================================== 7. FEDERAL INCOME TAXES (CONTINUED) Certain amounts that were not currently taxed under pre-1984 tax law were credited to a "policyholders' surplus" account. This account is frozen under the 1984 Tax Act and is taxable only when distributed to stockholders at which time it is taxed at regular corporate rates. The "policyholders' surplus" of the Company approximates $87,000,000. The Company has no present plan for distributing the amount in "policyholders' surplus." Consequently, no provision has been made in the consolidated financial statements for the taxes thereon. However, if such taxes were assessed, the amount of taxes payable would be approximately $30,000,000. Earnings taxed on a current basis are accumulated in a "shareholder's surplus" account and can be distributed to the shareholder without tax. The shareholder's surplus amounted to approximately $247,000,000 at December 31, 1997. 8. BENEFIT PLANS TRUSTEED EMPLOYEE RETIREMENT PLAN AND JONES & BABSON, INC. PENSION PLAN The Company has a trusteed employee retirement plan for the benefit of salaried employees who have reached age 21 and who have completed one year of service. The plan, which is administered by an Employees' Retirement Committee consisting of at least three officers appointed by the Board of Directors of the Company, provides for normal retirement at age 65 or earlier retirement based on minimum age and service requirements. Retirement may be deferred to age 70. Upon retirement, the retirees receive monthly benefit payments from the plan's BMA group pension investment contract. During 1997, approximately $4.3 million of annual benefits were covered by a group pension investment contract issued by the Company. Assets of the plan, primarily equities, are held by three trustees appointed by the Board of Directors. The Company's subsidiary, Jones & Babson, Inc., had a pension plan covering substantially all employees. As of January 5, 1995, that plan was merged into the trusteed plan for BMA salaried employees. The benefits for the Jones & Babson, Inc. employees in the merged plan were the same as provided in the previous Jones & Babson, Inc. pension plan. Effective January 1, 1997, the benefit formula for the Jones & Babson, Inc. 8. BENEFIT PLANS (CONTINUED) employees was changed to be identical with the benefit formula used for BMA employees. All benefits accrued prior to January 1, 1997 have been preserved. Employees of the Company's subsidiary, BMA Financial Services, Inc., became eligible to participate in the Company's plan effective January 1, 1995. The following table sets forth the plan's funded status at December 31: 1997 1996 ------------------------------ (In Thousands) Actuarial present value of accumulated benefit obligations: Vested $ 50,968 $ 45,377 Non-vested 1,397 1,296 ------------------------------ Total $ 52,365 $ 46,673 ============================== Projected benefit obligation for service rendered to date $(62,683) $(57,186) Plan assets at fair value 85,605 79,679 ------------------------------ Plan assets in excess of projected benefit obligation 22,922 22,493 Unrecognized net gain from past experience different from that assumed and effects of changes in assumptions (23,519) (24,732) Prior service cost not yet recognized in net periodic pension cost 2,034 2,607 Unrecognized net asset at January 1, 1987 being recognized over 15 years (1,177) (1,471) Adjustment to recognize minimum liability (50) (57) ------------------------------ Prepaid (accrued) pension cost $ 210 $ (1,160) ============================== 1997 1996 1995 -------------------------------------------- Net pension cost included the following components: Service cost - benefits earned during the period $ 1,767 $1,797 $ 1,758 Interest cost on projected benefit obligation 4,374 4,195 4,089 Actual return on plan assets (10,316) (9,745) (12,888) Net amortization and deferral 2,812 3,102 7,019 -------------------------------------------- Net pension benefit $ (1,363) $ (651) $ (22) ============================================ 8. BENEFIT PLANS (CONTINUED) In determining the actuarial present value of the projected benefit obligation, the weighted-average discount rate utilized was 7.5% for 1997, 8% for 1996 and 7.5% for 1995, and the rate of increase in future compensation levels used was 5% for 1997, 5.5% for 1996 and 5% for 1995. The expected long-term rate of return on assets was 8% in 1997, 1996 and 1995. SUPPLEMENTAL RETIREMENT PROGRAMS AND DEFERRED COMPENSATION PLAN The Company has supplemental retirement programs for senior executive officers and for group sales managers and group sales persons who are participants in the trusteed retirement plan. These programs are not qualified under Section 401(a) of the Internal Revenue Code and are not prefunded. Benefits are paid directly by the Company as they become due. Benefits are equal to an amount computed on the same basis as under the trusteed retirement plan (except incentive compensation is included and limitations under Sections 401 and 415 of the Internal Revenue Code are not considered) less the actual benefit payable under the trusteed plan. The Company also has a deferred compensation plan for the Company's managers that provides retirement benefits based on renewal premium income at retirement resulting from the sales unit developed by the manager. This program is not qualified under Section 401(a) of the Internal Revenue Code and is not prefunded. As of January 1, 1987, the plan was frozen with respect to new entrants. Currently, there are two managers who have not retired and will be entitled to future benefits under the program. The actuarial present value of benefits shown below includes these active managers, as well as all managers who have retired and are entitled to benefits under the program. 8. BENEFIT PLANS (CONTINUED) The following table sets forth the combined supplemental retirement programs' and deferred compensation plan's funded status at December 31: 1997 1996 ----------------------------- (In Thousands) Actuarial present value of accumulated benefit obligations: Vested $ 9,964 $ 8,535 Non-vested 136 234 ----------------------------- Total $ 10,100 $ 8,769 ============================= Projected benefit obligation for service rendered to date $(11,281) $(10,178) Unrecognized net loss from past experience different from that assumed and effects of changes in assumptions 2,260 1,319 Prior service cost not yet recognized in net periodic pension cost 678 856 Unrecognized net obligation at January 1, 1987 being recognized over 15 years 729 911 Adjustment required to recognize minimum liability (2,486) (1,677) ----------------------------- Accrued pension liability $(10,100) $ (8,769) ============================= 1997 1996 1995 ------------------------------------------ Net pension cost included the following components: Service cost - benefits earned during the period $ 190 $ 189 $ 197 Interest cost on projected benefit obligation 783 761 651 Net amortization and deferral 469 513 371 ------------------------------------------ Net pension cost $1,442 $1,463 $1,219 ========================================== In determining the actuarial present value of the projected benefit obligation, the weighted-average discount rate utilized was 7.5% for 1997, 8% for 1996 and 7.5% for 1995. The rate of increase in future compensation levels used was 5% for 1997, 5.5% for 1996 and 5% for 1995. 8. BENEFIT PLANS (CONTINUED) SAVINGS AND INVESTMENT PLANS The Company has savings and investment plans qualifying under Section 401(k) of the Internal Revenue Code. Employees and sales representatives are eligible to participate after one year of service. Participant contributions are invested by the trustees for the plans at the direction of the participant in any one or more of four investment funds. The Company makes matching contributions in varying amounts. The Company's matching contributions amounted to $1,099,000 in 1997, $1,284,000 in 1996 and $1,336,000 in 1995. Participants are fully vested in the Company match after five years of service. The Company has a field force retirement plan for the benefit of agents and managers. The plan is a defined contribution plan with contributions made entirely by the Company. Each agent or manager under a standard contract with one year of service with the Company is eligible to participate. The Company makes an annual contribution for each participant equal to 3% of eligible earnings up to the Social Security wage base and 6% of eligible earnings which are in excess of the Social Security wage base. Each participant is fully vested in his retirement account after five years of service. Assets of the plan are deposited in a retirement trust fund and maintained by the plan trustees who are appointed by the Company. The Company incurred costs related to this plan of $230,000 in 1997, $225,000 in 1996 and $420,000 in 1995. DEFINED BENEFIT HEALTH CARE PLAN In addition to the Company's other benefit plans, the Company sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to full-time employees for whom the sum of the employee's age and years of service equals or exceeds 75, with a minimum age requirement of 50 and at least 10 years of service. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. The accounting for the plan anticipates a future cost-sharing arrangement with retirees that is consistent with the Company's past practices. 8. BENEFIT PLANS (CONTINUED) The following table presents the plan's funded status at December 31: 1997 1996 --------------------------------- (In Thousands) Accumulated postretirement benefit obligation: Retirees $ 9,636 $10,199 Active plan participants 1,854 2,054 --------------------------------- 11,490 12,253 Plan assets at fair value - - --------------------------------- Accumulated postretirement benefit obligation in excess of plan assets 11,490 12,253 Unrecognized net loss (268) (125) Unrecognized transition obligation (4,872) (5,199) Unrecognized prior service costs (2,808) (4,008) --------------------------------- Accrued postretirement benefit cost $ 3,542 $ 2,921 ================================= Net periodic postretirement benefit cost includes the following components: 1997 1996 1995 ----------------------------------------- (In Thousands) Service cost $ 122 $ 118 $ 153 Interest cost 878 867 771 Amortization of transition obligation over 20 years 327 327 511 Amortization of past service costs 407 407 - ----------------------------------------- Net periodic postretirement benefit cost $1,734 $1,719 $1,435 ========================================= The weighted-average annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) varies per year, equal to the maximum contractual increase of the Company's contribution. Because the Company's future contributions are contractually limited as discussed above, an increase in the health care cost trend rate has a minimal impact on expected benefit payments. 8. BENEFIT PLANS (CONTINUED) The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.25%, 7.5% and 7.5% at December 31, 1997, 1996 and 1995 respectively. During the year ended December 31, 1995, the Company recognized a reduction in the accumulated postretirement benefit obligation of approximately $3,165,000 from a curtailment of the plan due to the disposal of its medical line of business. The decrease in the accumulated postretirement benefit obligation has been directly offset by a reduction of the remaining unrecognized transition obligation. The Company also adopted certain plan amendments during 1995 that resulted in an increase to the accumulated postretirement benefit obligation of approximately $4,415,000 related to prior service rendered by plan participants. This amount has been deferred and will be amortized over the remaining service period of active plan participants. 9. REINSURANCE The Company actively solicits reinsurance from other companies. The Company also cedes portions of the insurance it writes as described in the next paragraph. The effect of reinsurance on premiums earned from continuing operations was as follows: 1997 1996 1995 ---------------------------------------------- (In Thousands) Direct $118,192 $124,912 $153,476 Assumed 134,541 116,154 102,212 Ceded (54,613) (38,114) (77,604) ---------------------------------------------- Total net premium 198,120 202,952 178,084 Less net premium from discontinued operations - - 430 ---------------------------------------------- Total net premium from continuing operations $198,120 $202,952 $177,654 ============================================== The Company reinsures with other companies portions of the insurance it writes, thereby limiting its exposure on larger risks. Normal retentions without reinsurance are $750,000 on an individual life policy, $750,000 on individual life insurance assumed and $200,000 on an individual life insured under a single group life policy. As of December 31, 1997, the Company had ceded to other life insurance companies individual life insurance in force of approximately $24.1 billion and group life of approximately $654 million. 9. REINSURANCE (CONTINUED) Benefits and reserves ceded to other insurers amounted to $42,069,000, $28,132,000 and $53,672,000 during the years ended December 31, 1997, 1996 and 1995, respectively. At December 31, 1997 and 1996, policy reserves ceded to other insurers were $55,568,000 and $43,573,000, respectively. Claim reserves ceded amounted to $16,432,000 and $14,604,000 at December 31, 1997 and 1996, respectively. The Company remains contingently liable on all reinsurance ceded by it to others. This contingent liability would become an actual liability in the event an assuming reinsurer should fail to perform its obligations under its reinsurance agreement with the Company. 10. RELATED-PARTY TRANSACTIONS The Company reimburses Generali's U.S. branch for certain expenses incurred on the Company's behalf. These expenses were not material in 1997, 1996 or 1995. The Company retrocedes a portion of the life insurance it assumes to Generali. In accordance with this agreement, the Company ceded premiums of $873,000, $1,035,000 and $1,023,000 during 1997, 1996 and 1995, respectively. The Company ceded no claims during 1997, 1996 or 1995. In 1995, the Company entered into a modified coinsurance agreement with Generali to cede 50% of certain single-premium deferred annuity contracts issued. In accordance with this agreement, $35 million, $60 million and $137 million in account balances were ceded to Generali in 1997, 1996 and 1995, respectively, and Generali loaned such amounts back to the Company. Account balances ceded and loaned back at December 31, 1997 and 1996 were $213 million and $193 million, respectively. The recoverable amount from Generali was offset against the loan. The net expense related to this agreement was $1,895,000, $1,344,000 and $136,000 for the years ended December 31, 1997, 1996 and 1995, respectively. The Company held payables to Generali of $799,000 and $972,000 at December 31, 1997 and 1996, respectively. 11. STOCKHOLDER'S EQUITY The components of the balance sheet caption "net unrealized gain on securities" in stockholder's equity are summarized as follows: 1997 1996 ------------------------------------ (In Thousands) Net unrealized gains (losses) on securities: Fixed maturities $17,560 $2,046 Equity securities 10,999 3,706 Securities held in separate account 334 - ------------------------------------ Net unrealized gains (losses) 28,893 5,752 Adjustment to deferred policy acquisition costs (7,224) (35) Adjustment to unearned revenue reserve 430 (44) Deferred income taxes (7,735) (1,987) ------------------------------------ Net unrealized gains (losses) $14,364 $3,686 ==================================== 12. DISCONTINUED OPERATIONS In June of 1994, the Company adopted a plan to dispose of its medical line of business. Accordingly, the medical line of business was considered a discontinued operation for the years ended 1996 and 1995, and the consolidated financial statements report separately the net assets and operating results of the discontinued operations. During 1994, the Company entered into an agreement to dispose of the Company's Kansas and Missouri group medical business and sell the Company's wholly-owned HMO, BMA Selectcare. The transaction closed on December 31, 1994. The agreement provided for the full reinsurance of the Company's Kansas and Missouri group medical business through the renewal dates of the related group contracts. The estimated gain on disposal of this business was recorded in 1994. An additional gain of $661,000, net of tax, was recorded in 1995 reflecting various adjustments to initial estimates. The Company also entered into an agreement during 1994 to dispose of the remainder of its medical line of business effective January 1, 1995. This transaction closed January 31, 1995 and, accordingly, was reflected in the 1995 financial statements. The agreement provided for the reinsurance of substantially all of the Company's remaining group and 12. DISCONTINUED OPERATIONS (CONTINUED) individual medical business through the renewal dates of the related contracts. Under the agreement, the Company continued to remain primarily liable for claims, billing and receipts through the next anniversary dates of the policies reinsured. The estimated gain on disposal of this business of $5,694,000, net of income taxes, was recorded in 1995. An additional gain of $1,416,000, net of income taxes, was recorded in 1996 reflecting various adjustments to initial estimates. 13. IMPACT OF YEAR 2000 (UNAUDITED) Some of the Company's computer systems were written using two digits rather than four to define the applicable year. As a result, those computer systems will not recognize the year 2000 which, if not corrected, could cause disruptions of operations, including, among other things, an inability to process transactions or engage in similar normal business activities. The Company has developed a plan to modify its information technology to be ready for the year 2000 and has begun converting critical data processing systems. The Company currently expects the project to be substantially complete by late 1998 which is prior to any anticipated impact on its operating systems. Based on this plan, the Company does not believe that the costs to complete such system modifications or replacements will be material to the Company's financial statements. APPENDIX A ILLUSTRATION OF POLICY VALUES In order to show You how the Policy works, We created some hypothetical examples. We chose two males ages 45 and 55 and a female age 50. Our hypothetical insureds are in good health, do not smoke and qualify for preferred non-tobacco rates. The initial and Planned Premiums are shown in the upper left hand corner of each illustration. The Death Proceeds, Accumulation Values and Cash Surrender Values would be lower if the Primary Insured was in a standard non-tobacco, tobacco or special Rate Class since the cost of insurance charges would increase. There are three illustrations -- all of which are based on the above. We also assumed that the underlying Investment Option had gross rates of return of 0%, 6%, 12%. This means that the underlying Investment Option would earn these rates of return before the deduction of the advisory fee and operating expenses. When these costs are taken into account, the net annual investment return rates (net of an average of approximately .905% for these charges) are approximately -.91%, 5.09% and 11.09%. (Version A of the illustrations below) When these costs are taken into account, the net annual investment return rates (net of an average of approximately .9462% for these charges) are approximately -.95%, 5.05% and 11.05%. (Version B of the illustrations below) It is important to be aware that this illustration assumes a level rate of return for all years. If the actual rate of return moves up and down over the years instead of remaining level, this may make a big difference in the long-term investment results of Your Policy. In order to properly show You how the Policy actually works, We calculated values for the Accumulation Value, Cash Surrender Value and the Death Proceeds. The Death Proceeds are the Death Benefit minus any outstanding loans and loan interest accrued. We used the charges We described in the Expenses Section of the Prospectus. These charges are: (1) Premium Charge; (2) Policy Charge (3) Risk Charge. We also deducted for the cost of insurance based on both the current charges and the guaranteed charges. The values also assume that each Investment Option will incur expenses annually which are assumed to be .905% (Version A below ) and .9462% (Version B below) of the average net assets of the Investment Option. This is the average in 1997 or estimated (for new Investment Options) through 1998. The illustration assumes no loans were taken. There is also a column labeled "Premiums Accumulated at 5% Interest Per Year." This shows how the Premium grows if it was invested at 5% per year. We will furnish You, upon request, a comparable personalized illustration reflecting the proposed insured's Age, Rate Class, Specified Amount, the Planned Premiums, and reflecting both the current cost of insurance and the guaranteed cost of insurance. - -------------------------------------------------------------------------------------------------- ILLUSTRATIONS - VERSION A BMA CLARITY VARIABLE UNIVERSAL LIFE MALE AGE 45 PREFERRED NON-TOBACCO Planned Premium: $1,980 ASSUMING GUARANTEED CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- Premiums Death Proceeds Accumulation Value End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Policy at 5% Annual Investment Return of Annual Investment Return of Year Interest Per Year - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) (-.91% Net) (5.09% Net) (11.09% Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,079 150,000 150,000 150,000 1,054 1,141 1,227 2 4,262 150,000 150,000 150,000 2,234 2,477 2,732 3 6,554 150,000 150,000 150,000 3,355 3,833 4,352 4 8,961 150,000 150,000 150,000 4,417 5,205 6,098 5 11,488 150,000 150,000 150,000 5,415 6,591 7,977 6 14,141 150,000 150,000 150,000 6,348 7,988 10,002 7 16,927 150,000 150,000 150,000 7,208 9,389 12,181 8 19,853 150,000 150,000 150,000 7,986 10,785 14,522 9 22,924 150,000 150,000 150,000 8,675 12,168 17,037 10 26,149 150,000 150,000 150,000 9,265 13,526 19,735 11 29,536 150,000 150,000 150,000 9,818 14,945 22,757 12 33,092 150,000 150,000 150,000 10,256 16,329 26,020 13 36,825 150,000 150,000 150,000 10,573 17,674 29,550 14 40,746 150,000 150,000 150,000 10,759 18,970 33,377 15 44,862 150,000 150,000 150,000 10,799 20,199 37,529 16 49,184 150,000 150,000 150,000 10,677 21,345 42,039 17 53,722 150,000 150,000 150,000 10,373 22,388 46,948 18 58,487 150,000 150,000 150,000 9,862 23,300 52,297 19 63,491 150,000 150,000 150,000 9,110 24,049 58,138 20 68,744 150,000 150,000 150,000 8,084 24,597 64,533 Initial Specified Amount: $150,000 Death Benefit Option: Level - ---------------------------------------------- Cash Surrender Value Assuming Hypothetical Gross Annual Investment Return of - --------------------------------------------- 0% Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) - ----------- ------------- ------------- 0 0 0 0 2 257 880 1,358 1,877 1,942 2,730 3,623 3,360 4,536 5,922 4,689 6,329 8,343 5,970 8,152 10,944 7,168 9,967 13,705 8,253 11,746 16,616 9,265 13,526 19,735 9,818 14,945 22,757 10,256 16,329 26,020 10,573 17,674 29,550 10,759 18,970 33,377 10,799 20,199 37,529 10,677 21,345 42,039 10,373 22,388 46,948 9,862 23,300 52,297 9,110 24,049 58,138 8,084 24,597 64,533 <FN> The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. </FN> BMA CLARITY VARIABLE UNIVERSAL LIFE MALE AGE 45 PREFERRED NON-TOBACCO Planned Premium: $1,980 ASSUMING CURRENT CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- Premiums Death Proceeds Accumulation Value End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Policy at 5% Annual Investment Return of Annual Investment Return of Year Interest Per Year - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) (-.91% Net) (5.09% Net) (11.09% Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,079 150,000 150,000 150,000 1,079 1,166 1,253 2 4,262 150,000 150,000 150,000 2,361 2,611 2,871 3 6,554 150,000 150,000 150,000 3,603 4,098 4,636 4 8,961 150,000 150,000 150,000 4,806 5,632 6,564 5 11,488 150,000 150,000 150,000 5,970 7,213 8,672 6 14,141 150,000 150,000 150,000 7,095 8,844 10,981 7 16,927 150,000 150,000 150,000 8,180 10,525 13,509 8 19,853 150,000 150,000 150,000 9,224 12,258 16,280 9 22,924 150,000 150,000 150,000 10,225 14,042 19,316 10 26,149 150,000 150,000 150,000 11,180 15,877 22,644 11 29,536 150,000 150,000 150,000 12,163 17,863 26,432 12 33,092 150,000 150,000 150,000 13,095 19,911 30,603 13 36,825 150,000 150,000 150,000 13,968 22,015 35,196 14 40,746 150,000 150,000 150,000 14,785 24,183 40,265 15 44,862 150,000 150,000 150,000 15,541 26,414 45,862 16 49,184 150,000 150,000 150,000 16,172 28,650 51,998 17 53,722 150,000 150,000 150,000 16,733 30,947 58,789 18 58,487 150,000 150,000 150,000 17,231 33,316 66,322 19 63,491 150,000 150,000 150,000 17,655 35,752 74,682 20 68,744 150,000 150,000 150,000 18,005 38,261 83,974 Initial Specified Amount: $150,000 Death Benefit Option: Level - ------------------------------------------------ Cash Surrender Value Assuming Hypothetical Gross Annual Investment Return of - ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) - ------------- ------------- ------------- 0 0 0 0 136 396 1,128 1,623 2,161 2,331 3,157 4,089 3,915 5,158 6,617 5,436 7,185 9,322 6,943 9,288 12,272 8,407 11,440 15,462 9,804 13,621 18,895 11,180 15,877 22,644 12,163 17,863 26,432 13,095 19,911 30,603 13,968 22,015 35,196 14,785 24,183 40,265 15,541 26,414 45,862 16,172 28,650 51,998 16,733 30,947 58,789 17,231 33,316 66,322 17,655 35,752 74,682 18,005 38,261 83,974 <FN> The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. </FN> BMA CLARITY VARIABLE UNIVERSAL LIFE MALE AGE 55 PREFERRED NON-TOBACCO Planned Premium: $3,654 ASSUMING GUARANTEED CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ------ Premiums Death Proceeds Accumulation Value End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Policy at 5% Annual Investment Return of Annual Investment Return of Year Interest Per Year - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) (-.91% Net) (5.09% Net) (11.09% Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 3,837 150,000 150,000 150,000 1,956 2,116 2,276 2 7,865 150,000 150,000 150,000 3,956 4,402 4,870 3 12,095 150,000 150,000 150,000 5,815 6,681 7,624 4 16,537 150,000 150,000 150,000 7,529 8,944 10,551 5 21,200 150,000 150,000 150,000 9,084 11,178 13,657 6 26,097 150,000 150,000 150,000 10,468 13,370 16,954 7 31,238 150,000 150,000 150,000 11,667 15,503 20,455 8 36,637 150,000 150,000 150,000 12,660 17,556 24,167 9 42,306 150,000 150,000 150,000 13,420 19,502 28,100 10 48,258 150,000 150,000 150,000 13,921 21,311 32,268 11 54,507 150,000 150,000 150,000 14,253 23,112 36,906 12 61,069 150,000 150,000 150,000 14,279 24,740 41,880 13 67,959 150,000 150,000 150,000 13,967 26,167 47,238 14 75,194 150,000 150,000 150,000 13,287 27,361 53,040 15 82,790 150,000 150,000 150,000 12,194 28,278 59,357 16 90,767 150,000 150,000 150,000 10,622 28,854 66,267 17 99,142 150,000 150,000 150,000 8,397 28,931 73,815 18 107,936 150,000 150,000 150,000 5,574 28,544 82,218 19 117,169 150,000 150,000 150,000 1,923 27,485 91,592 20 126,864 0 150,000 150,000 0 25,593 102,159 Initial Specified Amount: $150,000 Death Benefit Option: Level - ------------------------------------------------ Cash Surrender Value Assuming Hypothetical Gross Annual Investment Return of - ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) - ------------- ------------- ------------- 0 0 0 302 748 1,216 2,161 3,027 3,970 3,875 5,290 6,897 6,051 8,145 10,624 8,020 10,922 14,506 9,840 13,676 18,628 11,454 16,350 22,961 12,799 18,881 27,479 13,921 21,311 32,268 14,253 23,112 36,906 14,279 24,740 41,880 13,967 26,167 47,238 13,287 27,361 53,040 12,194 28,278 59,357 10,622 28,854 66,267 8,397 28,931 73,815 5,574 28,544 82,218 1,923 27,485 91,592 0 25,593 102,159 <FN> The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. </FN> BMA CLARITY VARIABLE UNIVERSAL LIFE MALE AGE 55 PREFERRED NON-TOBACCO Planned Premium: $3,654 ASSUMING CURRENT CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ------ Premiums Death Proceeds Accumulation Value End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Policy at 5% Annual Investment Return of Annual Investment Return of Year Interest Per Year - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) (-.91% Net) (5.09% Net) (11.09% Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 3,837 150,000 150,000 150,000 2,263 2,432 2,602 2 7,865 150,000 150,000 150,000 4,676 5,164 5,674 3 12,095 150,000 150,000 150,000 7,001 7,967 9,015 4 16,537 150,000 150,000 150,000 9,236 10,841 12,654 5 21,200 150,000 150,000 150,000 11,378 13,786 16,619 6 26,097 150,000 150,000 150,000 13,428 16,808 20,949 7 31,238 150,000 150,000 150,000 15,379 19,904 25,681 8 36,637 150,000 150,000 150,000 17,231 23,077 30,861 9 42,306 150,000 150,000 150,000 18,975 26,324 36,535 10 48,258 150,000 150,000 150,000 20,597 29,638 42,754 11 54,507 150,000 150,000 150,000 22,217 33,194 49,828 12 61,069 150,000 150,000 150,000 23,726 36,857 57,662 13 67,959 150,000 150,000 150,000 25,119 40,638 66,358 14 75,194 150,000 150,000 150,000 26,395 44,544 76,035 15 82,790 150,000 150,000 150,000 27,534 48,575 86,821 16 90,767 150,000 150,000 150,000 28,228 52,486 98,728 17 99,142 150,000 150,000 150,000 28,727 56,499 112,089 18 107,936 150,000 150,000 150,000 29,063 60,662 127,150 19 117,169 150,000 150,000 157,117 29,221 64,986 144,144 20 126,864 150,000 150,000 174,444 29,163 69,470 163,031 Initial Specified Amount: $150,000 Death Benefit Option: Level - ------------------------------------------------ Cash Surrender Value Assuming Hypothetical Gross Annual Investment Return of - ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) - ------------- ------------- ------------- 0 0 0 1,022 1,510 2,020 3,347 4,313 5,361 5,582 7,187 9,000 8,345 10,753 13,586 10,980 14,360 18,501 13,552 18,077 23,854 16,025 21,871 29,655 18,354 25,703 35,914 20,597 29,638 42,754 22,217 33,194 49,828 23,726 36,857 57,662 25,119 40,638 66,358 26,395 44,544 76,035 27,534 48,575 86,821 28,228 52,486 98,728 28,727 56,499 112,089 29,063 60,662 127,150 29,221 64,986 144,144 29,163 69,470 163,031 <FN> The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. </FN> BMA CLARITY VARIABLE UNIVERSAL LIFE FEMALE AGE 50 PREFERRED NON-TOBACCO Planned Premium: $2,232 ASSUMING GUARANTEED CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ------ Premiums Death Proceeds Accumulation Value End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Policy at 5% Annual Investment Return of Annual Investment Return of Year Interest Per Year - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) (-.91% Net) (5.09% Net) (11.09% Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,344 150,000 150,000 150,000 1,161 1,257 1,354 2 4,804 150,000 150,000 150,000 2,441 2,712 2,995 3 7,388 150,000 150,000 150,000 3,651 4,183 4,758 4 10,101 150,000 150,000 150,000 4,793 5,663 6,648 5 12,950 150,000 150,000 150,000 5,859 7,153 8,679 6 15,941 150,000 150,000 150,000 6,849 8,650 10,864 7 19,082 150,000 150,000 150,000 7,764 10,155 13,220 8 22,379 150,000 150,000 150,000 8,604 11,668 15,769 9 25,842 150,000 150,000 150,000 9,375 13,196 18,536 10 29,478 150,000 150,000 150,000 10,072 14,735 21,544 11 33,295 150,000 150,000 150,000 10,767 16,380 24,952 12 37,303 150,000 150,000 150,000 11,368 18,028 28,670 13 41,512 150,000 150,000 150,000 11,854 19,659 32,719 14 45,931 150,000 150,000 150,000 12,198 21,246 37,119 15 50,572 150,000 150,000 150,000 12,373 22,766 41,899 16 55,444 150,000 150,000 150,000 12,367 24,204 47,106 17 60,559 150,000 150,000 150,000 12,165 25,546 52,795 18 65,931 150,000 150,000 150,000 11,763 26,789 59,041 19 71,571 150,000 150,000 150,000 11,158 27,927 65,933 20 77,493 150,000 150,000 150,000 10,333 28,944 73,564 Initial Specified Amount: $150,000 Death Benefit Option: Level - ------------------------------------------------ Cash Surrender Value Assuming Hypothetical Gross Annual Investment Return of - ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) - ------------- ------------- ------------- 0 0 0 0 201 484 1,143 1,672 2,247 2,282 3,152 4,137 3,766 5,069 6,596 5,166 6,967 9,181 6,508 8,899 11,965 7,776 10,840 14,941 8,947 12,768 18,108 10,072 14,735 21,544 10,767 16,380 24,952 11,368 18,028 28,670 11,854 19,659 32,719 12,198 21,246 37,119 12,373 22,766 41,899 12,367 24,204 47,106 12,165 25,546 52,795 11,763 26,789 59,041 11,158 27,927 65,933 10,333 28,944 73,564 <FN> The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. </FN> BMA CLARITY VARIABLE UNIVERSAL LIFE FEMALE AGE 50 PREFERRED NON-TOBACCO Planned Premium: $2,232 ASSUMING CURRENT CHARGES ------------------------------------------------------- ------------------------------------------------------------------- ------ Premiums Death Proceeds Accumulation Value End of Accumulated Assuming Hypothetical Gross Assuming Hypothetical Gross Policy at 5% Annual Investment Return of Annual Investment Return of Year Interest Per Year - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) (-.91% Net) (5.09% Net) (11.09% Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,344 150,000 150,000 150,000 1,227 1,326 1,425 2 4,804 150,000 150,000 150,000 2,658 2,939 3,234 3 7,388 150,000 150,000 150,000 4,047 4,606 5,212 4 10,101 150,000 150,000 150,000 5,394 6,325 7,375 5 12,950 150,000 150,000 150,000 6,698 8,098 9,743 6 15,941 150,000 150,000 150,000 7,959 9,928 12,336 7 19,082 150,000 150,000 150,000 9,180 11,820 15,181 8 22,379 150,000 150,000 150,000 10,361 13,776 18,307 9 25,842 150,000 150,000 150,000 11,511 15,810 21,753 10 29,478 150,000 150,000 150,000 12,629 17,922 25,552 11 33,295 150,000 150,000 150,000 13,802 20,232 29,898 12 37,303 150,000 150,000 150,000 14,942 22,639 34,710 13 41,512 150,000 150,000 150,000 16,040 25,141 40,036 14 45,931 150,000 150,000 150,000 17,080 27,727 45,919 15 50,572 150,000 150,000 150,000 18,079 30,418 52,442 16 55,444 150,000 150,000 150,000 18,976 33,165 59,634 17 60,559 150,000 150,000 150,000 19,830 36,028 67,623 18 65,931 150,000 150,000 150,000 20,639 39,010 76,503 19 71,571 150,000 150,000 150,000 21,413 42,129 86,388 20 77,493 150,000 150,000 150,000 22,154 45,396 97,401 Initial Specified Amount: $150,000 Death Benefit Option: Level - ------------------------------------------------ Cash Surrender Value Assuming Hypothetical Gross Annual Investment Return of - ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-.91% Net) (5.09% Net) (11.09% Net) - ------------- ------------- ------------- 0 0 0 147 428 723 1,536 2,095 2,701 2,883 3,814 4,864 4,615 6,015 7,659 6,276 8,245 10,653 7,924 10,564 13,926 9,533 12,948 17,479 11,084 15,382 21,326 12,629 17,922 25,552 13,802 20,232 29,898 14,942 22,639 34,710 16,040 25,141 40,036 17,080 27,727 45,919 18,079 30,418 52,442 18,976 33,165 59,634 19,830 36,028 67,623 20,639 39,010 76,503 21,413 42,129 86,388 22,154 45,396 97,401 <FN> The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. </FN> - -------------------------------------------------------------------------------- ILLUSTRATIONS - VERSION B BMA ADVANTAGE VUL VARIABLE UNIVERSAL LIFE MALE AGE 45 PREFERRED NON-TOBACCO PLANNED PREMIUM: $1,980 ASSUMING GUARANTEED CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- - PREMIUMS DEATH PROCEEDS ACCUMULATION VALUE END OF ACCUMULATED ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS POLICY AT 5% ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF YEAR INTEREST PER YEAR - -------- ------------- ----------------------------------------------- --------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) (-0.95%Net) (5.05%Net) (11.05%Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ----------- 1 2,079 150,000 150,000 150,000 1,054 1,140 1,226 2 4,262 150,000 150,000 150,000 2,232 2,476 2,730 3 6,554 150,000 150,000 150,000 3,352 3,829 4,349 4 8,961 150,000 150,000 150,000 4,412 5,200 6,091 5 11,488 150,000 150,000 150,000 5,408 6,582 7,966 6 14,141 150,000 150,000 150,000 6,338 7,976 9,987 7 16,927 150,000 150,000 150,000 7,195 9,372 12,160 8 19,853 150,000 150,000 150,000 7,969 10,763 14,493 9 22,924 150,000 150,000 150,000 8,655 12,139 16,998 10 26,149 150,000 150,000 150,000 9,241 13,491 19,684 11 29,536 150,000 150,000 150,000 9,790 14,901 22,692 12 33,092 150,000 150,000 150,000 10,223 16,277 25,937 13 36,825 150,000 150,000 150,000 10,535 17,612 29,447 14 40,746 150,000 150,000 150,000 10,717 18,896 33,249 15 44,862 150,000 150,000 150,000 10,753 20,113 37,371 16 49,184 150,000 150,000 150,000 10,625 21,245 41,846 17 53,722 150,000 150,000 150,000 10,317 22,272 46,713 18 58,487 150,000 150,000 150,000 9,801 23,168 52,014 19 63,491 150,000 150,000 150,000 9,045 23,898 57,797 20 68,744 150,000 150,000 150,000 8,015 24,427 64,124 INITIAL SPECIFIED AMOUNT: $150,000 DEATH BENEFIT OPTION: LEVEL - ---------------------------------------------------- CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) ------------- ------------- ------------- 0 0 0 0 1 255 877 1,354 1,874 1,937 2,725 3,616 3,353 4,528 5,912 4,680 6,318 8,329 5,957 8,135 10,922 7,152 9,946 13,676 8,234 11,719 16,577 9,241 13,491 19,684 9,790 14,901 22,692 10,223 16,277 25,937 10,535 17,612 29,447 10,717 18,896 33,249 10,753 20,113 37,371 10,625 21,245 41,846 10,317 22,272 46,713 9,801 23,168 52,014 9,045 23,898 57,797 8,015 24,427 64,124 The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. BMA ADVANTAGE VUL VARIABLE UNIVERSAL LIFE MALE AGE 45 PREFERRED NON-TOBACCO PLANNED PREMIUM: $1,980 ASSUMING CURRENT CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ---- PREMIUMS DEATH PROCEEDS ACCUMULATION VALUE END OF ACCUMULATED ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS POLICY AT 5% ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF YEAR INTEREST PER YEAR - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) (-0.95%Net) (5.05%Net) (11.05%Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,079 150,000 150,000 150,000 1,078 1,165 1,253 2 4,262 150,000 150,000 150,000 2,360 2,609 2,869 3 6,554 150,000 150,000 150,000 3,600 4,095 4,632 4 8,961 150,000 150,000 150,000 4,801 5,626 6,557 5 11,488 150,000 150,000 150,000 5,962 7,204 8,662 6 14,141 150,000 150,000 150,000 7,084 8,831 10,965 7 16,927 150,000 150,000 150,000 8,166 10,507 13,486 8 19,853 150,000 150,000 150,000 9,206 12,234 16,248 9 22,924 150,000 150,000 150,000 10,203 14,011 19,274 10 26,149 150,000 150,000 150,000 11,153 15,838 22,589 11 29,536 150,000 150,000 150,000 12,131 17,816 26,360 12 33,092 150,000 150,000 150,000 13,058 19,853 30,512 13 36,825 150,000 150,000 150,000 13,925 21,945 35,082 14 40,746 150,000 150,000 150,000 14,736 24,100 40,123 15 44,862 150,000 150,000 150,000 15,486 26,315 45,686 16 49,184 150,000 150,000 150,000 16,110 28,535 51,783 17 53,722 150,000 150,000 150,000 16,665 30,814 58,527 18 58,487 150,000 150,000 150,000 17,155 33,161 66,004 19 63,491 150,000 150,000 150,000 17,572 35,575 74,300 20 68,744 150,000 150,000 150,000 17,915 38,059 83,516 INITIAL SPECIFIED AMOUNT: $150,000 DEATH BENEFIT OPTION: LEVEL - -------------------------------------------------- CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) ------------- ------------- ------------- 0 0 0 0 134 394 1,125 1,620 2,157 2,326 3,151 4,082 3,908 5,149 6,607 5,426 7,172 9,307 6,929 9,269 12,249 8,390 11,417 15,431 9,783 13,591 18,853 11,153 15,838 22,589 12,131 17,816 26,360 13,058 19,853 30,512 13,925 21,945 35,082 14,736 24,100 40,123 15,486 26,315 45,686 16,110 28,535 51,783 16,665 30,814 58,527 17,155 33,161 66,004 17,572 35,575 74,300 17,915 38,059 83,516 The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. BMA ADVANTAGE VUL VARIABLE UNIVERSAL LIFE MALE AGE 55 PREFERRED NON-TOBACCO PLANNED PREMIUM: $3,654 ASSUMING GUARANTEED CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ----- PREMIUMS DEATH PROCEEDS ACCUMULATION VALUE END OF ACCUMULATED ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS POLICY AT 5% ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF YEAR INTEREST PER YEAR - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) (-0.95%Net) (5.05%Net) (11.05%Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 3,837 150,000 150,000 150,000 1,955 2,114 2,275 2 7,865 150,000 150,000 150,000 3,953 4,399 4,867 3 12,095 150,000 150,000 150,000 5,809 6,675 7,617 4 16,537 150,000 150,000 150,000 7,520 8,934 10,539 5 21,200 150,000 150,000 150,000 9,071 11,163 13,639 6 26,097 150,000 150,000 150,000 10,451 13,348 16,927 7 31,238 150,000 150,000 150,000 11,644 15,473 20,416 8 36,637 150,000 150,000 150,000 12,631 17,518 24,114 9 42,306 150,000 150,000 150,000 13,385 19,453 28,031 10 48,258 150,000 150,000 150,000 13,879 21,250 32,177 11 54,507 150,000 150,000 150,000 14,205 23,036 36,789 12 61,069 150,000 150,000 150,000 14,223 24,649 41,732 13 67,959 150,000 150,000 150,000 13,905 26,058 47,051 14 75,194 150,000 150,000 150,000 13,217 27,232 52,807 15 82,790 150,000 150,000 150,000 12,117 28,127 59,068 16 90,767 150,000 150,000 150,000 10,537 28,678 65,911 17 99,142 150,000 150,000 150,000 8,306 28,727 73,376 18 107,936 150,000 150,000 150,000 5,476 28,308 81,680 19 117,169 150,000 150,000 150,000 1,820 27,214 90,931 20 126,864 0 150,000 150,000 0 25,282 101,349 INITIAL SPECIFIED AMOUNT: $150,000 DEATH BENEFIT OPTION: LEVEL - -------------------------------------------------- CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) ------------- ------------- ------------- 0 0 0 299 745 1,213 2,155 3,021 3,963 3,866 5,280 6,885 6,038 8,130 10,606 8,002 10,899 14,479 9,817 13,646 18,589 11,425 16,312 22,909 12,764 18,832 27,409 13,879 21,250 32,177 14,205 23,036 36,789 14,223 24,649 41,732 13,905 26,058 47,051 13,217 27,232 52,807 12,117 28,127 59,068 10,537 28,678 65,911 8,306 28,727 73,376 5,476 28,308 81,680 1,820 27,214 90,931 0 25,282 101,349 The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. BMA ADVANTAGE VUL VARIABLE UNIVERSAL LIFE MALE AGE 55 PREFERRED NON-TOBACCO PLANNED PREMIUM: $3,654 ASSUMING CURRENT CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ---- PREMIUMS DEATH PROCEEDS ACCUMULATION VALUE END OF ACCUMULATED ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS POLICY AT 5% ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF YEAR INTEREST PER YEAR - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) (-0.95%Net) (5.05%Net) (11.05%Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 3,837 150,000 150,000 150,000 2,261 2,431 2,601 2 7,865 150,000 150,000 150,000 4,673 5,161 5,670 3 12,095 150,000 150,000 150,000 6,995 7,960 9,008 4 16,537 150,000 150,000 150,000 9,226 10,829 12,641 5 21,200 150,000 150,000 150,000 11,363 13,768 16,598 6 26,097 150,000 150,000 150,000 13,407 16,782 20,918 7 31,238 150,000 150,000 150,000 15,352 19,868 25,636 8 36,637 150,000 150,000 150,000 17,197 23,031 30,799 9 42,306 150,000 150,000 150,000 18,932 26,264 36,453 10 48,258 150,000 150,000 150,000 20,546 29,564 42,646 11 54,507 150,000 150,000 150,000 22,157 33,102 49,689 12 61,069 150,000 150,000 150,000 23,655 36,745 57,484 13 67,959 150,000 150,000 150,000 25,037 40,502 66,133 14 75,194 150,000 150,000 150,000 26,302 44,383 75,754 15 82,790 150,000 150,000 150,000 27,429 48,383 86,473 16 90,767 150,000 150,000 150,000 28,110 52,260 98,298 17 99,142 150,000 150,000 150,000 28,595 56,235 111,561 18 107,936 150,000 150,000 150,000 28,917 60,355 126,505 19 117,169 150,000 150,000 156,271 29,061 64,631 143,368 20 126,864 150,000 150,000 173,461 28,988 69,061 162,114 INITIAL SPECIFIED AMOUNT: $150,000 DEATH BENEFIT OPTION: LEVEL - ------------------------------------------------- CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) ------------- ------------- ------------- 0 0 0 1,019 1,507 2,016 3,341 4,306 5,354 5,572 7,175 8,987 8,330 10,735 13,565 10,959 14,334 18,470 13,525 18,041 23,809 15,991 21,825 29,594 18,311 25,643 35,832 20,546 29,564 42,646 22,157 33,102 49,689 23,655 36,745 57,484 25,037 40,502 66,133 26,302 44,383 75,754 27,429 48,383 86,473 28,110 52,260 98,298 28,595 56,235 111,561 28,917 60,355 126,505 29,061 64,631 143,368 28,988 69,061 162,114 The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. BMA ADVANTAGE VUL VARIABLE UNIVERSAL LIFE FEMALE AGE 50 PREFERRED NON-TOBACCO PLANNED PREMIUM: $2,232 ASSUMING GUARANTEED CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- ----- PREMIUMS DEATH PROCEEDS ACCUMULATION VALUE END OF ACCUMULATED ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS POLICY AT 5% ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF YEAR INTEREST PER YEAR - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) (-0.95%Net) (5.05%Net) (11.05%Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,344 150,000 150,000 150,000 1,161 1,257 1,353 2 4,804 150,000 150,000 150,000 2,439 2,710 2,993 3 7,388 150,000 150,000 150,000 3,651 4,179 4,754 4 10,101 150,000 150,000 150,000 4,788 5,657 6,641 5 12,950 150,000 150,000 150,000 5,851 7,143 8,668 6 15,941 150,000 150,000 150,000 6,838 8,636 10,847 7 19,082 150,000 150,000 150,000 7,749 10,136 13,197 8 22,379 150,000 150,000 150,000 8,586 11,644 15,737 9 25,842 150,000 150,000 150,000 9,353 13,165 18,493 10 29,478 150,000 150,000 150,000 10,046 14,696 21,488 11 33,295 150,000 150,000 150,000 10,736 16,333 24,880 12 37,303 150,000 150,000 150,000 11,332 17,971 28,579 13 41,512 150,000 150,000 150,000 11,814 19,591 32,605 14 45,931 150,000 150,000 150,000 12,152 21,165 36,977 15 50,572 150,000 150,000 150,000 12,321 22,671 41,724 16 55,444 150,000 150,000 150,000 12,309 24,093 46,892 17 60,559 150,000 150,000 150,000 12,102 25,418 52,535 18 65,931 150,000 150,000 150,000 11,695 26,641 58,726 19 71,571 150,000 150,000 150,000 11,084 27,758 65,553 20 77,493 150,000 150,000 150,000 10,254 28,752 73,108 INITIAL SPECIFIED AMOUNT: $150,000 DEATH BENEFIT OPTION: LEVEL - -------------------------------------------------- CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) ------------- ------------- ------------- 0 0 0 0 199 482 1,140 1,668 2,243 2,277 3,146 4,130 3,767 5,059 6,584 5,156 6,954 9,165 6,494 8,880 11,941 7,757 10,815 14,908 8,926 12,738 18,066 10,046 14,696 21,488 10,736 16,333 24,880 11,332 17,971 28,579 11,814 19,591 32,605 12,152 21,165 36,977 12,321 22,671 41,724 12,309 24,093 46,892 12,102 25,418 52,535 11,695 26,641 58,726 11,084 27,758 65,553 10,254 28,752 73,108 The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. BMA ADVANTAGE VUL VARIABLE UNIVERSAL LIFE FEMALE AGE 50 PREFERRED NON-TOBACCO PLANNED PREMIUM: $2,232 ASSUMING CURRENT CHARGES - ------------------------------------------------------- ------------------------------------------------------------------- --- PREMIUMS DEATH PROCEEDS ACCUMULATION VALUE END OF ACCUMULATED ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS POLICY AT 5% ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF YEAR INTEREST PER YEAR - -------- ------------- ----------------------------------------------- ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) (-0.95%Net) (5.05%Net) (11.05%Net) - -------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 1 2,344 150,000 150,000 150,000 1,227 1,325 1,424 2 4,804 150,000 150,000 150,000 2,656 2,937 3,232 3 7,388 150,000 150,000 150,000 4,044 4,602 5,208 4 10,101 150,000 150,000 150,000 5,388 6,318 7,368 5 12,950 150,000 150,000 150,000 6,689 8,088 9,731 6 15,941 150,000 150,000 150,000 7,947 9,913 12,318 7 19,082 150,000 150,000 150,000 9,164 11,799 15,155 8 22,379 150,000 150,000 150,000 10,341 13,749 18,272 9 25,842 150,000 150,000 150,000 11,486 15,775 21,705 10 29,478 150,000 150,000 150,000 12,599 17,878 25,489 11 33,295 150,000 150,000 150,000 13,767 20,178 29,817 12 37,303 150,000 150,000 150,000 14,900 22,573 34,608 13 41,512 150,000 150,000 150,000 15,992 25,062 39,906 14 45,931 150,000 150,000 150,000 17,025 27,633 45,758 15 50,572 150,000 150,000 150,000 18,016 30,307 52,243 16 55,444 150,000 150,000 150,000 18,905 33,035 59,390 17 60,559 150,000 150,000 150,000 19,752 35,876 67,326 18 65,931 150,000 150,000 150,000 20,552 38,834 76,143 19 71,571 150,000 150,000 150,000 21,317 41,927 85,955 20 77,493 150,000 150,000 150,000 22,050 45,164 96,881 INITIAL SPECIFIED AMOUNT: $150,000 DEATH BENEFIT OPTION: LEVEL - -------------------------------------------------- CASH SURRENDER VALUE ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF ----------------------------------------------- 0 % Gross 6 % Gross 12% Gross (-0.95%Net) (5.05%Net) (11.05%Net) ------------- ------------- ------------- 0 0 0 145 426 721 1,533 2,091 2,697 2,877 3,807 4,857 4,605 6,004 7,646 6,265 8,231 10,635 7,908 10,544 13,900 9,512 12,921 17,443 11,059 15,348 21,278 12,599 17,878 25,489 13,767 20,178 29,817 14,900 22,573 34,608 15,992 25,062 39,906 17,025 27,633 45,758 18,016 30,307 52,243 18,905 33,035 59,390 19,752 35,876 67,326 20,552 38,834 76,143 21,317 41,927 85,955 22,050 45,164 96,881 The hypothetical investment rates of return shown in this illustration are for illustrative purposes only and should not be deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown and will depend on a number of factors including the investment performance of the subaccounts selected by the policyowner. The Death Proceeds, Accumulation Value and Cash Surrender Value for a policy would differ from those shown in this illustration if the actual gross annual rates of return averaged 0.00%, 6.00% and 12.00% over a period of years, but also fluctuated above or below those averages for individual policy years. The Death Proceeds, Accumulation Value and Cash Surrender Value would also be different if any policy loans or partial surrenders were made. No representation can be made by BMA, the separate account or the underlying portfolios that these hypothetical rates of return can be achieved for any one year or sustained over a period of time. PART II UNDERTAKING TO FILE REPORTS a. Subject to the terms and conditions of Section 15(d) of the Securities and Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority confined in that section. b. Pursuant to Investment Company Act Section 26(e), Business Men's Assurance Company of America ("Company") hereby represents that the fees and charges deducted under the Policy described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. INDEMNIFICATION The Bylaws of the Company (Article IV) provide that: Section 1: Indemnification. Each person who is or was a Director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation as a right to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost and expense (including attorneys' fees) asserted or threatened against and incurred by such person in his capacity as or arising out of his status as a Director, officer or employee of the Corporation, or if serving at the request of the Corporation, as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Bylaw provision shall not be exclusive of any other rights to which those indemnified may be entitled under any other bylaw or under any agreement, vote of shareholders or disinterested directors or otherwise, and shall not limit in any way any right which the Corporation may have to make different or further indemnifications with respect to the same or different persons or classes of persons. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any Director, officer or employee of the Corporation providing indemnification for such person against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action by or in the right of the Corporation, that arises by reason of the fact that such person is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, to the full extent allowed by law, whether or not such indemnification would otherwise be provided for in this Bylaw, except that no such agreement shall indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted for directors and officers or controlling persons of the Company pursuant to the foregoing, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. CONTENTS OF REGISTRATION STATEMENT The Registration Statement comprises the papers and documents: The facing sheet The Prospectus consisting of 131 pages. Undertakings to file reports. The signatures. Written consents of the following persons: Consent of Actuary The following exhibits. A. Copies of all exhibits required by paragraph A of instructions for Exhibits in Form N-8B-2. 1. Resolution of the Board of Directors of the Company* 2. Not Applicable 3.a. Form of Co-Principal Underwriters' Agreement 3.b. Form of Selling Agreements 3.c. Schedule of Commissions 4. Not Applicable 5. Flexible Premium Adjustable Variable Life Insurance Policy* 6.a. Articles of Incorporation of the Company* 6.b. Bylaws of the Company* 7. Not Applicable 8. Form of Fund Participation Agreements 9. Form of Reinsurance Agreement 10. Application Form 11. Powers of Attorney* B. Opinion and Consent of Counsel C. Consent of Actuary D. Consent of Independent Auditors *Incorporated by reference to Form S-6 (File No. 333-52689) electronically filed on May 14, 1998. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Kansas City and State of Missouri on this 10th day of August, 1998. BMA VARIABLE LIFE ACCOUNT A Registrant By: BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA By: /s/ DAVID A. GATES ------------------------------ BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA By: /S/ MICHAEL K. DEARDORFF ---------------------------- Attest: /S/ VERNON W. VOORHEES II - ---------------------------- (Name) SENIOR VICE PRESIDENT & SECRETARY - ---------------------------- Title Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- Giorgio Balzer* Director, Chairman of the Board 8/10/98 - ------------------------- ------- Giorgio Balzer and Chief Executive Officer Date Thomas Morton Bloch* Director 8/10/98 - ------------------------- ------- Thomas Morton Bloch Date Gianguido Castagno* Director 8/10/98 - ------------------------- ------- Gianguido Castagno Date William Thomas Grant II * Director 8/10/98 - ------------------------- ------- William Thomas Grant II Date Donald Joyce Hall, Jr.* Director 8/10/98 - ------------------------- ------- Donald Joyce Hall, Jr. Date Allan Drue Jennings* Director 8/10/98 - ------------------------- ------- Allan Drue Jennings Date David Woods Kemper* Director 8/10/98 - ------------------------- ------- David Woods Kemper Date Giorgio Liveris* Director 8/10/98 - ------------------------- ------- Giorgio Liveris Date John Kessander Lundberg* Director 8/10/98 - ------------------------- ------- John Kessander Lundberg Date John Pierre Mascotte* Director 8/10/98 - ------------------------- ------- John Pierre Mascotte Date Giovanni Perissinotto* Director 8/10/98 - ------------------------- ------- Giovanni Perissinotto Date /S/ ROBERT T. RAKICH* Director, President and Chief 8/10/98 - ------------------------- ------- Robert Thomas Rakich Operating Officer Date /S/ VERNON W. VOORHEES II Director, Senior Vice President - 8/10/98 - --------------------------- ------- Vernon Wirt Voorhees II Corporate Services & Secretary Date /S/ DAVID L. HIGHLEY Senior Vice President & Chief 8/10/98 - ------------------------- ------- David Lee Higley Financial Officer Date /S/ SUSAN A. SWEENEY Vice President - Treasurer & 8/13/98 - ------------------------- ------- Susan Annette Sweeney Controller Date *By: /S/ VERNON W. VOORHEES II -------------------- Attorney-in-Fact *By: /S/ ROBERT T. RAKICH -------------------- Attorney-in-Fact INDEX TO EXHIBITS EX-99.A.3.a. Form of Co-Principal Underwriters' Agreement EX-99.A.3.b. Form of Selling Agreements EX-99.A.3.c. Schedule of Commissions EX-99.A.8. Form of Fund Participation Agreements EX-99.A.9. Form of Reinsurance Agreement EX-99.A.10. Application Form EX-99.B. Opinion and Consent of Counsel EX-99.C. Consent of Actuary EX-99.D. Consent of Independent Auditors